Guidelines for factor-based trial of equity transfer dispute cases (for Trial Implementation)

editorial comment/note

In order to improve the thinking ability of commercial trials in Shanghai No.2 Intermediate People’s Court and the courts in its jurisdiction, improve the quality and effectiveness of commercial trials, and improve the unified mechanism of applying laws, the Commercial Court of Shanghai No.2 Intermediate People’s Court conducted a typological investigation and exploration on the application of factor-based trial methods in some commercial cases. In this issue, "Guidelines for Factor-based Trial of Equity Transfer Disputes (Trial)" was published, which was jointly written by the Commercial Court of Shanghai No.2 Intermediate People’s Court and the Commercial Court of Huangpu Court, and was discussed and passed at the meeting of professional judges of the Commercial Court of Shanghai No.2 Intermediate People’s Court, providing reference for commercial trials of courts in the jurisdiction.

Common trial elements and their review points

Equity transfer, a changes in equity based on legal acts, is a private law act in which the transferring shareholder and the transferee conclude an equity transfer contract and transfer the equity. Articles 71 to 75 of Chapter III of People’s Republic of China (PRC) Company Law (hereinafter referred to as the Company Law) make special provisions on this. Equity transfer contracts have the characteristics of general civil contracts. The general provisions on the validity of civil legal acts (invalid, undetermined and revocable) and their consequences in the General Part of People’s Republic of China (PRC) Civil Code (hereinafter referred to as the Civil Code) and the provisions on the validity of contracts in the Contract Part of the Civil Code are applicable to equity transfer contracts. The provisions on the conclusion, performance, liability for breach of contract, and dissolution of the contract in the Civil Code are also applicable to the equity transfer contract. The equity transfer contract is an unnamed contract, the subject matter of which is equity, and it is a special sales contract. According to the provisions of Articles 467 and 646 of the Civil Code, in the absence of other laws, disputes over equity transfer can be resolved by referring to the relevant provisions of applicable sales contracts. These Guidelines closely follow the right attribute of equity, and focus on the typical problems that distinguish equity transfer contracts from sales contracts, including: the relationship between state supervision and contracts, the relationship between restrictions on equity transfer by laws or articles of association, the relationship between company capital system and contracts, etc., and collect information on case elements, sort out specific review points, and use them as reference for similar cases. It should be noted that these guidelines mainly focus on the review points in the trial of disputes over equity transfer contracts.If it involves the transfer of equity as a disciplinary action, special instructions will be made. In addition, this guideline does not involve disputes over equity transfer contracts of financial institutions and share transfer contracts of listed companies.

one

Ordinary equity transfer contract

Obtaining complete equity based on equity transfer is a gradual process, which first occurs between the transferor and the transferee, then between the transferee and the company, and finally between the third party (including the transferor’s creditors, transferee’s creditors, company creditors, etc.) and the company. When the equity appears purely as a target, the contractual rights and obligations mainly involve both parties to the equity transfer. Such disputes may be more about whether the contract law is fully fulfilled or whether there are problems such as dissolution after the contract purpose cannot be achieved. The determination of the rights and obligations of both parties should follow the true meaning of the parties. Usually, after the equity transfer contract comes into effect, the main payment obligations of both parties to the equity transfer contract are that the transferor transfers the equity and the transferee pays the equity transfer money.

1. Obligations of the assignor

As for the assignor’s obligations, the reasons for the dispute between the two parties or the assignee’s defense are mainly as follows: first, the restrictions on equity transfer in the articles of association have not been observed, the consent of other shareholders has not been obtained or clearly obtained, or the preemptive right of other shareholders has not been respected. Second, the company has not completed the internal procedures, including the changes recorded in the register of shareholders, the failure to issue a capital contribution certificate, and the failure to amend the articles of association. Third, the change registration of shareholders in the company registration authority has not been completed. The main points of the review of the first point have been sorted out in part (b). Regarding the second and third points mentioned above, although there is great controversy about the changes in equity model in theory and practice, for both parties to the equity transfer contract, how to determine the transferor’s obligations and whether to complete the main payment obligations should respect the agreement of both parties and seek the true meaning. The main points of review are as follows:

① If it is stipulated in the contract that the transferor shall cooperate with the target company to complete the renewal of the investment certificate, change the records in the register of shareholders, modify the articles of association and change the company registration, the transferor shall fulfill the corresponding obligations according to the contract. If the assignor fails to perform the above obligations, the assignee may request to order the assignor to perform the corresponding obligations. If the assignor refuses to perform, the assignee may exercise the right of rescission according to law.

(2) If there is no explicit agreement in the contract, it shall be determined whether the contents agreed by both parties include that the transferor shall ensure that the transferee’s shareholder status is confirmed by the company, and whether it includes the obligation to ensure that the company completes the registration of the transferee as a shareholder. After confirming the assignor’s obligations, it is further judged whether the assignor has breached the contract or not, and whether it constitutes a fundamental breach of contract, which leads to the failure to achieve the contract purpose.

③ Unless otherwise agreed in the contract, the signing of the contract presumes that the transferor agrees to transfer the equity to the transferee, and the transferor shall inform the company of the equity transfer. If the transferor fails to inform the company of the transfer in time, the transferee may request the transferor to perform the corresponding obligations.

④ According to Article 73 of the Company Law, it is the legal obligation of the company to record the transferee in the register of shareholders, issue a capital contribution certificate, modify the shareholders’ clauses in the Articles of Association, and register the change of shareholders at the company registration authority, which is not an obligation under the equity transfer contract. If the transferor has notified the company of the equity transfer, but the company fails to complete the above changes in time, the transferee has the right to require the company to fulfill its legal obligations and claim compensation for losses.

⑤ Even if the company has not registered the change of company, if the transferee has participated in the shareholders’ meeting as a shareholder and received dividends, and there are no other special provisions in the equity transfer contract, and the transferor has not refused to cooperate, if the transferee refuses to pay the equity transfer fee just because the company has not registered the change, its claim will be difficult to support. You can explain to the transferee that you can sue the company separately.

2. Obligations of the assignee

2.1 Review points of equity transfer payment

In the equity transfer contract, the transferee’s main payment obligation is to pay the equity transfer money, and the key points of review are as follows:

① Determination of equity transfer payment. Disputes over the amount of equity transfer money mostly occur when the equity transfer contract kept by the parties and the equity transfer contract filed by the registration authority have different stipulations on equity transfer money. This kind of "yin-yang contract" is mostly caused by the parties’ tax avoidance and tax evasion. In this case, we should explore the true meaning of both parties in combination with the negotiation process, contract agreement and contract performance, and determine which contract or the price in which contract reflects the true meaning of both parties. It is forbidden for judges to determine the price by themselves according to the company’s assets and financial information, and according to the "fairness principle".

(2) On the exercise of the right of defense for simultaneous performance. If the transferee refuses to pay the equity transfer payment on the grounds that the transferor has not delivered the company license and account books, it should pay attention to examining whether the equity transfer contract has a corresponding agreement on the transferor’s obligation to deliver the company license and account books, and whether this obligation corresponds to the obligation to pay the equity transfer payment.

2.2 One party requests to confirm that the equity transfer contract is invalid or cancel the equity transfer contract because of dissatisfaction with equity transfer price.

Equity is a special "commodity". There is no unified market for the equity of a limited liability company, and its value is difficult to determine. Besides the company’s assets, the company’s cash flow is also an important factor for both parties to determine the price. For both parties to the transaction, the determination of equity transfer price is the "subjective" judgment of the commercial subject. In addition, the company’s industry and industry development will also have an impact on the equity value. In addition, changes in equity involves many links, and the parties may go back on their word during this period, which is also an important reason for the frequent disputes over equity transfer. After the signing of the equity transfer contract, if one party requests to confirm that the equity transfer contract is invalid or request to cancel the contract because of disagreement with the equity price, the main points of the review are as follows:

(1) the price factor itself is not the reason for determining that the contract is invalid. Whether the contract is invalid or not should be determined according to the relevant provisions of the Civil Code on the invalidity of legal acts.

(2) After the signing of the equity transfer contract, if one party requests to cancel the equity transfer contract on the grounds of major misunderstanding, obviously unfair, fraud, etc. because of disagreement with the equity price, it shall be reviewed according to the relevant provisions of the Civil Code on the cancellation of legal acts and combined with specific cases.

(3) If there is no such situation, the parties to the contract should not support their objections to the effectiveness of the contract just because they have objections to the equity price or the equity price changes greatly, which is the risk that the parties should bear. Even if there is a change of circumstances, it will be handled by the court at the request of the parties according to the legal provisions and specific circumstances under the premise that the equity transfer contract is valid.

3. Review of other contract disputes.

3.1 Equity transfer contract for shareholders who have not completed the capital contribution period, shareholders who have not fulfilled or fully fulfilled their capital contribution obligations, and shareholders who have withdrawn their capital contribution.

(1) The shareholders who have not completed the capital contribution period transfer their shares to the outside world, and the main points of review are as follows:

(1) Shareholders who have not completed the capital contribution period can still transfer their equity according to law, and the corresponding equity transfer contract shall be deemed valid if there are no other reasons that affect the effectiveness of the contract.

(2) The rights and obligations of the transferor and the transferee shall be determined according to the stipulations of the equity transfer contract, but the obligations of both parties to the company and its creditors shall be determined according to relevant laws. It is worth noting that at present, the Company Law and judicial interpretation do not directly stipulate the obligations of the transferor in this case, but the first paragraph of Article 88 of the Second Revised Draft of the Company Law stipulates this situation: "If a shareholder transfers the equity that has subscribed for capital contribution but has not yet paid the capital contribution period, the transferee shall bear the obligation to pay the capital contribution; If the transferee fails to pay the capital contribution in full and on time, the transferor shall bear supplementary responsibilities for the capital contribution that the transferee fails to pay on time. " In the trial practice, we should continue to pay attention to the revision of the Company Law. Before the revision of the Company Law is completed, we can handle such disputes with reference to this spirit.

(2) Shareholders who have not fulfilled or not fully fulfilled their capital contribution obligations transfer their shares to the outside world. The main points of review are as follows:

① Shareholders who fail to fulfill or fully fulfill their capital contribution obligations transfer their equity to the outside world, and the validity of the corresponding equity transfer contract is determined as above.

(2) The rights and obligations of the transferor and the transferee shall be determined according to the agreement on equity transfer. According to Article 18 of the Supreme People’s Court’s Provisions on Several Issues Concerning the Application of the Company Law of People’s Republic of China (PRC) (hereinafter referred to as Interpretation III of the Company Law), if a shareholder fails to perform or fails to fully perform his capital contribution obligations, the transferee knows or should know that the company has the right to request the shareholder to perform his capital contribution obligations and the transferee is jointly and severally liable for it, and the company’s creditors have the right to request the shareholder with capital contribution obligations to bear supplementary liability for the unpaid part of the company’s debts within the scope of principal and interest, and the transferee shall bear joint liability. Paragraph 2 of Article 88 of the Second Revised Draft of the Company Law also stipulates that "if a shareholder fails to pay the capital contribution in full on schedule or the actual price of non-monetary property as capital contribution is significantly lower than the subscribed capital contribution, if the transferee knows or should know the above situation, he shall be jointly and severally liable with the shareholder within the scope of insufficient capital contribution."

(3) Withdrawing the capital contribution shareholders to transfer their shares to the outside world, and the main points of review are as follows:

(1) If the shareholder who withdraws the capital contribution transfers the equity to the outside world, the validity of the corresponding equity transfer contract shall be determined as above.

(2) The rights and obligations of the transferor and the transferee shall be determined according to the agreement on equity transfer, but the obligations of both parties to the company and its creditors shall be determined according to relevant laws. At present, the Company Law and judicial interpretation do not directly stipulate the assignee’s obligations in this case. If the withdrawal of capital contribution is understood as an infringement of the company’s property rights, it seems that there is no legal basis for requiring the assignee to bear joint liability for the relevant responsibilities of the assignor without assisting the assignor to withdraw capital contribution. However, if the transferor withdraws the capital contribution immediately after the capital contribution, the situation is not much different from that of the non-capital contribution. If the transferee knows or should know of the above situation, it can refer to the provisions of Article 18 of Interpretation III of the Company Law.

3.2 The effectiveness of the equity transfer contract during the existence of the husband-wife relationship

This kind of cases mostly occur at the stage of divorce proceedings between husband and wife or before they are ready to file divorce proceedings. Plaintiffs usually regard the equity as the common property of husband and wife, and take their spouses and equity transferees as defendants on the grounds that their spouses and equity transferees are not approved by the plaintiff, that is, both parties to the equity transfer contract are told to the court and request to confirm that the equity transfer contract is invalid. Key points for review of such cases:

(1) the equity acquired during the marriage relationship or the equity invested by the husband and wife’s joint property is not necessarily the joint equity of the husband and wife. The ownership of equity and the determination of shareholders’ qualifications should be determined according to the articles of association, the register of shareholders and the company registration.

② Shareholders have the right to dispose of foreign transfer of equity without the consent of their spouses.

③ The corresponding equity transfer contract shall be deemed valid if there are no other reasons that affect the effectiveness of the contract.

3.3 Equity transfer contract for nominal shareholders to transfer equity under the condition of holding equity on behalf of others.

Article 25 of Interpretation III of the Company Law stipulates, "If a nominal shareholder transfers, pledges or disposes of the equity registered in his name, and the actual investor requests that the disposition of the equity is invalid on the grounds that he has actual rights over the equity, the people’s court may refer to the provisions of Article 311 of the Civil Code. If the nominal shareholder disposes of the equity and causes the actual investor to lose money, and the actual investor requests the nominal shareholder to bear the liability for compensation, the people’s court shall support it. " In practice, stock holding can be divided into two situations: complete anonymity and incomplete anonymity. The main points of review are as follows:

(1) completely anonymous. In this case, for the company, other shareholders and the transferee, the investor is a shareholder and cannot be called a "nominal shareholder". The investor has the right to dispose of the equity transfer, and the equity transfer contract is valid. changes in equity is no different from ordinary equity transfer, so there is no room for the application of Article 25 of Interpretation III of the Company Law.

② Incomplete anonymity. In this case, within the company, all other shareholders admit that the actual investor is a shareholder, and the nominal shareholder is not a shareholder in essence. Therefore, the nominal shareholder’s unauthorized transfer of equity constitutes no right to dispose of it. In this case, as a burden, the equity transfer contract shall be deemed valid unless there are other circumstances that affect the effectiveness of the contract. For the effectiveness of punishment, we can refer to the provisions of Article 311th of the Civil Code on bona fide acquisition.

two

Restrictions on equity transfer by laws or articles of association and equity transfer contract

The object of the equity transfer contract is equity, and equity, as a right facing the company organization, should be adjusted by the relevant legal norms of the company organization in the Company Law. The restrictions on equity transfer in the Company Law and other laws or articles of association will inevitably have an impact on the equity transfer contract.

1. The preemptive right of other shareholders and the equity transfer contract

1.1 Shareholders’ preemptive right

1.1.1 "Company Law" on the provisions of shareholders’ preemptive right

The Company Law restricts the equity transfer of a limited liability company. If the transferring shareholder transfers the equity to the outside world, other shareholders shall enjoy the preemptive right under the same conditions.

In view of the fact that the exercise of the preemptive right of other shareholders and the remedies after the preemptive right is infringed will have an impact on the equity transfer contract, it is necessary to sort out the main points of the review of the exercise of the preemptive right of shareholders first:

(1) The subject and conditions for exercising the preemptive right. According to the second paragraph of Article 71 of the Company Law, specifically:

① Other shareholders in a limited liability company except the transferring shareholder.

(2) transfer shareholders to transfer equity to people other than shareholders.

③ Where there are other provisions in the articles of association on equity transfer, such provisions shall prevail.

(2) The consent right of other shareholders (first notice). According to the provisions of Paragraph 2 of Article 71 of the Company Law and Paragraph 1 of Article 17 and Article 22 of Interpretation 4 of the Company Law, shareholders of a limited liability company shall notify other shareholders when transferring their equity to persons other than shareholders, specifically:

(1) notification method. The transferring shareholder may be notified in writing or in other reasonable ways to ensure knowledge. According to the provisions of Article 137 of the Civil Code, the notice shall come into effect when other shareholders know its contents. If it is made in a non-dialogue way, it will take effect when it reaches other shareholders; If the non-dialogue notice is in the form of data message, if other shareholders designate a specific system to receive the data message, the data message will take effect when it enters the specific system; if no specific system is designated, other shareholders know or should know that the data message will take effect when it enters its system. The notification obligor shall be the transferring shareholder.

② Where the equity is transferred to a person other than the shareholders through auction, the method of "written notice" and "notice" shall be determined according to the legal provisions in Item ① above and the laws and regulations related to auction. When transferring state-owned shares in a legally established property rights exchange, the way of "written notice" and "notice" can refer to the trading rules of the property rights exchange.

③ Proportion of agreed transfer. It must be agreed by more than half of other shareholders, which is determined by "number of shareholders" here, not by voting rights, and the company is not allowed to relax the conditions of consent in its articles of association.

(4) the period of consent and the change of disagreement and consent. Other shareholders shall reply within 30 days from the date of receiving the written notice. If they fail to reply, they shall be deemed to have agreed to the transfer. Shareholders who do not agree to the transfer shall purchase the transferred equity; Do not buy, as agreed to transfer.

(3) The preemptive right of other shareholders (second notice). According to the provisions of Paragraph 3 of Article 71 of the Company Law and Paragraph 2 and Paragraph 3 of Article 17 of Interpretation 4 of the Company Law, Article 18, Article 19 and Article 22, other shareholders may exercise the preemptive right under the same conditions:

(1) the way of notification. Shareholders may notify in writing or in other reasonable ways to ensure knowledge.

② The same conditions. When judging whether it meets the "equal conditions", we should consider the quantity, price, payment method and time limit of the transferred equity. The same conditions are not limited to specific fixed factors, as long as all kinds of factors that are reasonably valued by the transferor and can have a substantial impact on the transaction are listed here, such as the obligation of subordinate payment that cannot be replaced or can not be valued by money, the commitment to employee placement, the commitment to debt commitment, equity swap, etc.

(3) Where the equity is transferred to a person other than a shareholder by auction, the "written notice", "notice" and the determination of "equivalent conditions" shall be determined according to relevant laws and judicial interpretations. When transferring state-owned shares in a legally established property rights exchange, the methods of "written notice" and "notice" and the determination of "equivalent conditions" can refer to the trading rules of the property rights exchange.

(4) other shareholders exercise their rights within a reasonable period of time. Shareholders who claim the priority to purchase the transferred equity shall, after receiving the notice, make a purchase request within the exercise period stipulated in the articles of association. If the exercise period is not specified in the Articles of Association or is unclear, the period specified in the notice shall prevail; if the period specified in the notice is shorter than 30 days or the exercise period is unclear, the exercise period shall be 30 days.

(4) Two-in-one notification procedure. In practice, after the transferring shareholder and the potential transferee negotiate the terms of the contract or the basic transaction conditions, the two notices are merged into one notice, which should also be deemed to be in compliance with the relevant provisions of the law. If other shareholders are willing to accept the contract on the same terms, both parties can directly conclude the contract. We should also pay attention to the relevant provisions of the revised company law. At present, Article 84 of the Revised Draft of the Company Law only stipulates one notice, that is, "if a shareholder transfers his equity to a person other than a shareholder, he shall notify other shareholders in writing, and other shareholders shall have the preemptive right under the same conditions".

(5) Transfer the shareholders’ right of estoppel. According to Article 20 of Interpretation 4 of the Company Law, the transferring shareholder has the right to go back on his word:

(1) Unless otherwise stipulated in the Articles of Association, if the transferring shareholder does not agree to transfer the equity after other shareholders claim the preemptive right, the claim of preemptive right of other shareholders shall not be supported.

(2) the right of estoppel shall not be abused.

③ If the transferring shareholder goes back on his word, other shareholders may claim that the transferring shareholder should compensate his reasonable losses.

(6) Remedies for infringement of preemptive right. According to Article 21 of Interpretation 4 of the Company Law, the remedies for infringement of preemptive right include claiming priority and damages, as follows:

(1) advocate the realization of preemptive right. Where the transferring shareholder fails to seek the opinions of other shareholders on the transfer of its equity, or damages the preemptive right of other shareholders by means of fraud or malicious collusion, other shareholders may claim to purchase the transferred equity under the same conditions, but they shall do so within 30 days from the date when they know or should know the same conditions for exercising the preemptive right, except that more than one year has passed since the date of registration of equity change. These "30 days" and "one year" are the same period, and the provisions of suspension, interruption and extension are not applicable.

(2) claim damages. If the infringed shareholder is unable to exercise the preemptive right for reasons other than his own, he may claim damages.

(3) Other shareholders only request to confirm the equity transfer contract and the validity of changes in equity, and do not advocate to purchase the transferred equity under the same conditions at the same time, so their application shall not be supported, except that other shareholders cannot exercise the preemptive right due to their own reasons, and claim damages.

1.1.2 Special Provisions on Shareholders’ Right of Consent and Preemptive Right of Foreign-invested Enterprises

Articles 11 and 12 of the Provisions of the Supreme People’s Court on Several Issues Concerning the Trial of Disputes in Foreign-invested Enterprises (I) stipulate the validity of the equity transfer contract when the shareholders’ consent rights and preemptive rights of foreign-invested enterprises are infringed, which is different from the relevant provisions of the Company Law of People’s Republic of China (PRC) (hereinafter referred to as the Company Law) and the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of the Company Law of People’s Republic of China (PRC) (IV) (hereinafter referred to as the Company Law Interpretation IV), and should be paid attention to.

① If a shareholder of a foreign-invested enterprise transfers all or part of its equity to a third party other than the shareholder, it shall be unanimously agreed by other shareholders, who have the right to request cancellation of the equity transfer contract on the grounds that they have not obtained their consent. Exceptions: firstly, there is evidence that other shareholders have agreed; secondly, the transferor has given a written notice on the transfer of equity, and other shareholders have not given a reply within 30 days from the date of receiving the written notice; thirdly, other shareholders do not agree to the transfer and do not buy the transferred equity.

② If a shareholder of a foreign-invested enterprise transfers all or part of its equity to a third party other than the shareholder, other shareholders have the right to request cancellation of the equity transfer contract on the grounds that the equity transfer infringes on their preemptive right. Unless other shareholders know or should know that they have not claimed the preemptive right within one year from the date of signing the equity transfer contract.

(3) If the transferor or transferee requests that the equity transfer contract is invalid on the grounds of infringing the preemptive right of other shareholders, it shall not be supported.

1.2 Infringe on the preemptive right of other shareholders and the performance of the equity transfer contract

The exercise of the shareholders’ preemptive right and the remedies after the infringement of the preemptive right are often related to the performance of the equity transfer contract between the transferring shareholders and the transferee. If the shareholders’ preemptive right is infringed, they can claim to exercise the preemptive right, but the equity transfer contract between the transferring shareholders and the transferee cannot be continued. If the shareholders’ preemptive right is infringed, they can only claim damages, and the equity transfer contract between the transferring shareholders and the transferee may not be affected. According to the contents of Article 9 of the Minutes of the Ninth People’s Congress, the specific review points are as follows:

① The equity transfer contract between the transferring shareholder and the transferee shall be deemed valid if there are no other reasons that affect the effectiveness of the contract.

② The exercise of preemptive right by other shareholders only leads to the transferee’s inability to request the transferring shareholder to continue to perform the equity transfer contract, that is, it only affects the punishment behavior. Although the transferee other than the shareholder’s request to continue to perform the equity transfer contract cannot be supported, it does not affect its request to the transferring shareholder to bear the corresponding liability for breach of contract, and it can also request to terminate the contract on the grounds that the contract purpose cannot be achieved.

(3) Even if the transferring shareholder has completed the company change registration without notifying other shareholders after signing the equity transfer contract with the transferee, it should be recognized that the equity transfer contract between the transferring shareholder and the transferee implies the following obligations, that is, when other shareholders exercise the preemptive right according to law, the transferee should cooperate to re-transfer the equity to the transferring shareholder, including cooperating to handle the corresponding change registration.

2. Equity transfer contract under the condition that the company’s articles of association restrict equity transfer.

Based on the closeness and humanity of a limited liability company, Article 71 of the Company Law stipulates that "if there are other provisions on equity transfer in the articles of association, those provisions shall prevail". If the restrictions on equity transfer in the articles of association are not invalid, the effectiveness and performance of the equity transfer contract that violates the restrictions on equity transfer in the articles of association may cause disputes among the parties. The main points of review are as follows:

① The Articles of Association is an agreement on internal autonomy of the company, not a mandatory provision of laws and regulations. Violation of the Articles of Association does not necessarily lead to the invalidity of the equity transfer contract. If there are no other reasons that affect the effectiveness of the contract, it shall be deemed valid.

(2) If the equity transfer violates the company’s articles of association, so that the transferee cannot obtain the equity, the transferee may claim the liability for breach of contract from the transferring shareholder, or terminate the contract on the grounds that the purpose of the contract cannot be achieved.

③ If the transferee is aware of the relevant restrictions in the Articles of Association when signing the contract, the corresponding losses shall be borne by him.

3. Share transfer contracts that violate legal restrictions.

The shares held by the shareholders of a joint-stock company can be transferred according to law. However, for the shareholders with special status and Dong Jiangao, Article 141 of the Company Law still has certain restrictions on their share transfer. The effectiveness and performance of the equity transfer contract that violates the legal restrictions may cause disputes among the parties. The key points of the case review are as follows:

3.1 In view of the restrictions on the transfer of shares by promoters in the Company Law,

① The shares of the Company held by the promoters shall not be transferred within one year from the date of establishment of the Company. In addition, the shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.

(2) If the promoters transfer shares within the restricted period stipulated by law, if the equity transfer contract is a contract with a term or conditions, it shall be deemed valid if there are no other reasons that affect the effectiveness of the contract. Both parties have the right to request the other party to perform the contract according to the contract from the date when the term expires or the conditions are fulfilled.

(3) When the promoters transfer their shares within the restricted sale period stipulated by law, they may determine that the disciplinary action is invalid if the contract is deemed to be valid. The transferee should be aware of the relevant legal restrictions before signing the contract, and the corresponding losses should be borne by himself. The signing of the share transfer agreement between the sponsor and the transferee does not exempt them from their legal responsibilities, including the obligations of the sponsor as a shareholder of the company.

3.2 In view of the restrictions imposed by the Company Law on directors, supervisors and senior managers,

① During his term of office, the company’s Dong Jiangao shall not transfer more than 25% of the total shares of the company he holds, and the shares of the company he holds shall not be transferred within one year from the date of listing and trading of the company’s shares. Within six months after leaving his post, he shall not transfer his shares in the Company.

② The review points of the effectiveness of share transfer contract and liability for breach of contract are the same as 3.1.

three

State supervision and equity transfer contract

In the trial of equity transfer disputes, we should first pay attention to the effectiveness of the contract, and state supervision has an important impact on the effectiveness and performance of the contract.

1. State supervision and effectiveness of equity transfer contract

1.1 Equity transfer of state-owned enterprises

The transfer of state-owned shares shall follow the principles of equal compensation, openness, fairness and justice, so as to prevent the loss of state-owned assets and damage the legitimate rights and interests of all parties to the transaction. Articles 51 to 57 of the State-owned Assets Transfer Part of Section V of the State-owned Assets Law of People’s Republic of China (PRC) Municipality make relevant provisions on the approval, evaluation and trading place of the equity transfer of state-owned holding and shareholding companies.

(1) The influence of the approval procedure on the equity transfer contract of state-owned enterprises. Attention should be paid to whether the equity transfer of state-owned enterprises should be approved, and the main points of the review are as follows:

(1) if the relevant approval procedures affect the effectiveness of the contract without approval, according to the provisions of Article 502 of the Civil Code, the contract shall be deemed to be ineffective without approval. If the parties request to confirm that the contract is invalid on this ground, it will not be supported.

② If the aforesaid equity transfer contract is deemed to be ineffective because it has not been approved, it will not affect the effectiveness of the clauses in the contract in which the parties perform the obligation of approval and the relevant clauses set due to the obligation of approval.

(3) If the relevant approval procedures do not affect the effectiveness of the contract and are not approved, it will only affect the effectiveness of disciplinary actions or have adverse consequences in administrative supervision according to relevant laws and regulations. If there are no other reasons that affect the effectiveness of the contract, the equity transfer contract shall be deemed to be valid.

Specifically, according to the provisions of Article 25 of the Interim Measures for the Administration of the Transfer of State-owned Property Rights of Enterprises, if the transfer of state-owned property rights of enterprises causes the state to lose its holding position, it shall be reported to the people’s government at the same level for approval. According to the provisions of Article 26, the invested enterprise shall report to the state-owned assets supervision and administration institution at the same level for countersigning with the financial department for approval when deciding on the transfer of major state-owned property rights of its important subsidiaries. If it involves the examination and approval of the government’s social and public management, it shall be reported to the relevant government departments for examination and approval in advance. According to the provisions of Article 32, if the above approval procedures are not fulfilled, the state-owned assets supervision and administration institution or the relevant approval institution for the transfer of state-owned property rights of enterprises shall require the transferor to terminate the transfer of property rights, and if necessary, bring a lawsuit to the people’s court according to law to confirm that the transfer is invalid. Accordingly, if the above situation is not approved, the relevant equity transfer contract will not take effect. Therefore, for the equity transfer of state-owned enterprises, attention should be paid to examining whether there are the above situations or other situations stipulated by law that require the approval of the party to take effect.

(2) Other circumstances that affect the effectiveness of the contract. According to the provisions of Article 32 of the Interim Measures for the Administration of the Transfer of State-owned Property Rights of Enterprises, in the process of the transfer of state-owned shares, the state-owned assets supervision and administration institution or the relevant approval institution for the transfer of state-owned property rights of enterprises shall require the transferor to terminate the transfer of property rights, and if necessary, bring a lawsuit to the people’s court according to law to confirm that the transfer is invalid. In case that the violation of the relevant provisions of the State-owned Assets Law of People’s Republic of China (PRC) on evaluation and trading places causes damage to the national interests, it belongs to the case that the provisions of Article 153 of the Civil Code violate the mandatory provisions of the law, and the relevant contracts shall be deemed invalid. The main points of the review are as follows:

(1) for the transfer of state-owned shares, attention should be paid to whether the review and evaluation procedures conform to the provisions of the Law of People’s Republic of China (PRC) on State-owned Assets of Enterprises.

(2) For the transfer of state-owned shares, attention should be paid to examining whether the trading place complies with the provisions of the Law of People’s Republic of China (PRC) on State-owned Assets of Enterprises.

1.2 Equity transfer of foreign investment

(1) The influence of the approval procedure on the equity transfer contract with foreign investment. According to the provisions of the Supreme People’s Court Municipality on Several Issues Concerning the Trial of Dispute Cases of Foreign-invested Enterprises (I), the main points of the review are as follows:

(1) If the equity transfer contract with foreign investment shall come into effect after being approved by the examination and approval authorities of foreign-invested enterprises according to laws and regulations, it shall come into effect as of the date of approval. Without approval, it shall be deemed that the contract has not come into effect. If the parties request to confirm that the contract is invalid on this ground, it will not be supported.

(2) If the equity transfer contract is deemed to be ineffective because it has not been approved, it will not affect the effectiveness of the clauses in the contract that the parties perform the obligation of approval and the relevant clauses set due to the obligation of approval.

(3) If the supplementary agreement reached by the parties on matters related to foreign-invested enterprises does not constitute a major or substantial change to the approved contract, it shall not be deemed that the supplementary agreement has not taken effect on the grounds that it has not been approved by the examination and approval authority of foreign-invested enterprises. "Major or substantial changes" include: changes in registered capital, company type, business scope, business term, capital contribution subscribed by shareholders, capital contribution mode, company merger, company division and equity transfer.

(2) The influence of negative list on the effectiveness of foreign-invested equity transfer contract. Article 28 of Chapter IV Investment Management of the Foreign Investment Law of People’s Republic of China (PRC) deals with the provisions on equity transfer of foreign-invested enterprises, that is, foreign investors are not allowed to invest in the areas prohibited by the negative list of foreign investment access, and the areas restricted by the negative list of foreign investment access, and foreign investors should meet the conditions stipulated by the negative list when investing. Foreign investment in areas outside the negative list shall be managed in accordance with the principle of consistency between domestic and foreign investment. Articles 2 to 5 of the Supreme People’s Court’s Interpretation on Several Issues Concerning the Application of the Foreign Investment Law of People’s Republic of China (PRC) further clarify the influence of foreign investment-related agreements, including equity transfer contracts, according to the above provisions. The main points of review are as follows:

① Investment contracts formed in areas other than the negative list of foreign investment access need not be approved or registered.

② In the negative list, the relevant equity transfer contract in the field of prohibited investment is invalid.

③ In the field where the negative list restricts investment, the parties concerned do not meet the special management measures for restricted access, and the relevant equity transfer contract is invalid.

Matters needing attention in the trial:

① Before the effective judgment is made, the equity transfer contract is valid if the investment is prohibited or restricted from moving out of the negative list.

② If the relevant contracts were signed before the implementation of the Foreign Investment Law (January 1, 2021), and the dispute over the equity transfer contract is still in the first and second trial proceedings, the new provisions shall apply.

(3) The above provisions shall apply with reference to disputes over equity transfer related to investments in the Mainland by investors from Hong Kong, Macao and Taiwan and China citizens who have settled abroad.

2. Breach and dissolution of the equity transfer contract that fails to fulfill the obligation of approval

The equity transfer contract that must be approved by the administrative organ and come into effect, the agreement related to the obligation of approval comes into effect independently, and the breach and dissolution of such contracts are different from other equity transfer contracts that are all in effect. According to the provisions of Article 502 of the Civil Code and the contents of Articles 38, 39 and 40 of the Minutes of Civil and Commercial Trials of National Courts (hereinafter referred to as Minutes of the Ninth People’s Congress) issued in 2019, the specific review points are as follows:

(1) review of the obligation of approval and relevant breach clauses.

(1) the contract that needs to be approved by the administrative organ to take effect, if there is a special agreement on the obligation of approval and the liability for breach of contract that fails to fulfill the obligation of approval, the agreement will take effect independently.

(2) because the other party fails to perform the obligation of approval, one party has the right to request the termination of the contract and ask it to bear the corresponding liability for breach of contract stipulated in the contract.

(3) The party who undertakes the obligation of approval shall not refuse to perform the obligation of approval on the grounds that the contract has not come into effect, otherwise the other party may go through the relevant formalities by himself and claim damages for the expenses or actual losses arising therefrom.

(2) Interpretation of the obligation of approval

① If one party requests the other party to perform the main rights and obligations of the contract, it shall explain to him that the application should be changed to request to perform the obligation of approval. If a party changes the claim, it shall be supported.

(2) If the party refuses to change the claim after the explanation, it shall reject its claim, but it shall not affect it to file another lawsuit.

(3) review of the handling after the judgment has fulfilled the obligation of approval.

(1) after the court ruled that one party performed the obligation of approval, the party refused to perform it, and the other party has the right to request it to bear the liability for breach of contract after compulsory execution.

(2) one party shall perform the obligation of approval according to the judgment, and the administrative organ shall approve it, and the contract shall have full legal effect, and it shall have the right to request the other party to perform the contract. Without the approval of the administrative organ, the contract is not legally enforceable, and one party has the right to request the termination of the contract.

four

Equity transfer contract involving the transfer of company control rights and assets.

1. Equity transfer contract involving the transfer of control rights of the company

If the purpose of the equity transfer contract is for the transferee to obtain the control right of the target company, the examination elements of the transferor’s obligations, the corresponding liability for breach of contract and the termination of the contract are different from the above-mentioned ordinary equity transfer contract. While applying the relevant provisions of the Civil Code, we cannot ignore the relevant regulations of the Company Law on company organization and corporate governance.

For the equity transfer contract involving the transfer of control rights of the company, the contract usually includes the following contents: the transferor shall complete the delivery or handover of various financial documents, legal documents, company seals, business licenses, customer information, technical secret information and even personnel in the company; Distribution requirements of corporate governance power, such as re-election of the board of directors or quota allocation, and change of legal representative; The disclosure of the debts of the target company and the relevant commitments and guarantee clauses.

To some extent, this kind of contract dispute is not a simple transaction contract, but has the attribute of organization contract. The main points of review are as follows:

① Whether the agreement of the equity transfer contract conflicts with the relevant provisions of the Company Law and the articles of association.

(2) The obligations of the transferor of such contracts are not limited to notifying the company and assisting in handling all kinds of changes, but may also include ensuring that the company completes the corresponding change registration, as well as other contractual obligations such as license, transfer of financial information, and ensuring the re-election of the board of directors. The assignor’s failure to perform the agreed obligations constitutes a breach of contract. For the termination of the contract, the purpose of the contract should be determined by combining the transaction background and contract content of both parties, and then it should be determined whether the contract purpose can not be realized if the assignor fails to perform according to the contract.

(3) If the transferor fails to disclose the company’s debts truthfully, if the contract commitment and guarantee clauses stipulate the corresponding liability for breach of contract, the parties’ agreement shall be respected; if there is no agreement, the transferor’s liability for breach of contract shall be determined according to the contract purpose of the parties and the losses of the transferee.

④ We should strictly grasp the fundamental breach of contract. With regard to the termination of the equity transfer contract, the provisions on the termination of the contract in the Contract Part of the Civil Code shall apply. For the provisions of the part of the sales contract, it should be determined whether it can be applied according to the characteristics of equity transfer, and the influence of equity transfer on the company organization law should be fully considered, and equity transfer should not be simply equated with the sale of movable property and real estate. In the trial, such disputes will face the question of whether the breach of contract by one party will inevitably lead to the dissolution of the equity transfer agreement when the control right has been transferred. Once this kind of equity transfer contract is performed, if it has actually participated in the company’s operation and management, the company has completed the change registration and invested other resources, the fundamental breach of contract should be strictly grasped, and the frequent termination of the contract may have an adverse impact on the stability of the company’s operation and management.

2. Equity transfer contract involving company assets transfer

There are the following differences between asset transfer and equity transfer: First, the subjects are different. The transferor of assets transfer is the company, and the transferor of equity transfer is the shareholder of the company. Second, the legal effect is different. The transfer of assets is the transfer of property rights. In principle, the buyer does not bear the responsibility of the seller, and the creditor of the seller (company) can only claim rights from the seller (company), but not from the asset buyer. Equity transfer is only the change of the "owner" of the company, and the original creditor’s rights and debts of the company are still borne by the company unless otherwise agreed.

In principle, in the case of equity transfer, in the absence of special agreement, the transferee cannot hold the transferor responsible for the asset defects of the target company, because in the transaction arrangement of equity transfer, the transferor only has the obligation to guarantee the authenticity of the equity, but has no obligation to ensure the authenticity of the corresponding asset value represented by the equity, which is the risk that the transferee should bear. However, if the purpose of signing the equity transfer contract (accepting 100% equity of the target company) is to obtain the assets of the company, the equity transfer agreement makes special provisions on the handover of the assets of the target company and the liability for asset defects, and the agreement of the parties should also be respected.

The main points of relevant case review are as follows:

① Distinguish between asset transfer and equity transfer. In practice, there is a phenomenon that the concepts of asset transfer and equity transfer are confused. We should confirm the transfer object according to the contract agreement, the contents of negotiation between the two parties, the signing background and the performance after signing the contract, so as to determine the nature of the contract and clarify the rights and obligations of the parties to the contract.

②100% equity transfer and asset transfer can be handled according to the same principle. If the target of equity transfer is 100% equity of the target company, there is no essential difference between equity transfer and asset transfer. If the transferee of the asset transfer should bear the responsibility of defect guarantee, the transferee in the 100% equity transfer can also ask the transferor to bear the corresponding responsibility. After all, the equity represents the right holder’s control over the enterprise to a certain extent. The more shares, or the more shares held by the company, the stronger the shareholder’s control over the company.

③ Consideration of enterprise’s "defects" in the case of 100% equity transfer. In the case of 100% equity transfer, the purpose of the contract is usually for the transferee to gain control of the company. As far as an enterprise is concerned, even if there are some material and immaterial defects in the enterprise, it does not mean that the value of the enterprise will be impaired. In the end, the value of the enterprise depends on the cash flow of the enterprise and its value as a whole in the market. Many "defects" in the property or value of the enterprise may not be valued in the transaction of the enterprise, and they are not important under the overall framework of the transaction.

3. Equity transfer contract for the purpose of obtaining the company’s asset qualification.

In part of the equity transfer, in addition to gaining overall control of the company, the more direct purpose is to obtain the asset qualification of the company, such as the equity transfer of mining companies and real estate project companies. The main points of such contract review are as follows:

① If the relevant laws and regulations are clear, administrative approval is the effective requirement of the relevant project transfer contract, and the equity transfer contract also needs to be approved before it can take effect.

(2) If the law stipulates that the relevant administrative examination and approval is only for disciplinary actions, unless there are other circumstances that affect the effectiveness of the contract, the equity transfer contract is valid and binding on the parties, and the transferor takes approval and assistance in approval as one of his main obligations. If the parties are at fault for not being approved, they shall bear the liability for breach of contract.

4. "Equity transfer contract" in which the company is the transferor or transferee.

In practice, there are also "equity transfer contracts" in which the company is the transferor or transferee. Such disputes usually involve the transfer of control rights of the company, so this part will sort them out together:

(1) For the "equity transfer contract" in which the company is the transferor, the review points are as follows:

① According to the specific agreement and performance of the contract, it should be determined that the subject matter of the contract is the company’s assets or equity.

(2) If the object of the contract is equity, the transferor of the contract shall be determined according to the contents of the contract and the contracting process.

(2) For the "equity transfer contract" in which the company is the transferee, the review points are as follows:

① The parties to the equity transfer contract are the transferor and the transferee, and the target company is not a party to the contract, so the target company should not bear the transferee’s share payment obligation.

(2) If the parties to a contract agree that the target company shall perform the payment obligation, or agree that the target company shall assume the guarantee responsibility or provide guarantee for the transferee’s share payment obligation, the assets of the target company may be directly impaired, which may become an act of withdrawing capital in disguise, violating the principle of capital maintenance of the company, and ultimately damaging the independent property of the target company and the interests of creditors, and such an agreement may be deemed invalid according to the individual circumstances.

(3) For the above-mentioned guarantee liability or the guarantee provided by the company, if the target company has fulfilled the corresponding procedures with reference to the relevant provisions of Article 16 of the Company Law on the guarantee provided by the company, and there is no obvious harm to the interests of the creditors of the target company, it should not be deemed invalid on this ground.

five

Representation equity transfer contract

In practice, the share repurchase based on the gambling agreement can be classified as such disputes. In addition, the company’s acquisition of shares or shares and the guarantee of share assignment are also classified into this part.

1. Betting on the agreed terms of share repurchase

Gambling agreements, including those involving the agreement on share repurchase, are all contract tools used by investors to solve the problem of information asymmetry in the investment process. For share repurchase, agreements usually stipulate whether the target company will reach the agreed performance target and successfully go public in a certain period of time as the conditions for share repurchase. In the trial practice, when there is a dispute over the gambling agreement that stipulates the terms of share repurchase based on the terms of share repurchase, most of them enter the court on the grounds of equity transfer dispute. For the settlement of such disputes, we should not only pay attention to the agreement between the two parties, but also pay attention to the impact on the company’s organizational level and other stakeholders, so as to avoid the agreement of the parties harming the interests of the company and its creditors.

1.1 Gambling between investors and shareholders

(1) The determination of whether the repurchase clause is this agreement or an appointment, the review points are as follows:

(1) If the repurchase terms clearly stipulate the subject, price, performance period, liability for breach of contract and other substantive contents that affect the rights and obligations of the parties, it shall be deemed that both parties have reached an agreement on the share repurchase, which constitutes this Agreement.

(2) Without the above-mentioned substantive contents affecting the rights and obligations of the parties, the repurchase clause shall be deemed as an appointment, and the corresponding obligations and liabilities for breach of contract shall be determined according to Article 495 of the Civil Code.

(2) The identification of the repurchase period and the consequences of not claiming rights within the repurchase period are as follows:

(1) Under the condition that the repurchase term is not stipulated or unclear in the terms of repurchase, it is believed in principle that investors should be limited by a reasonable period when they ask shareholders or target companies to fulfill their repurchase obligations, and the judgment of a reasonable period should be based on the feasibility of exercising, time interval, fluctuation of equity value and other factors, and make a case judgment on the basis of balancing the interests of both parties.

(2) If the investor fails to claim the rights within the agreed time limit or reasonable time limit, in principle, it is considered that if the agreement is not clearly stipulated, it is not appropriate to assume that the investor’s right to claim repurchase in accordance with the repurchase terms will be extinguished, and the repurchase obligor still needs to perform its obligations as agreed. At the same time, the repurchase obligor may claim the liability for breach of contract for the losses caused by the investor’s overdue exercise.

(3) The adjustment of the share repurchase price, the review points are as follows:

The terms of share repurchase mostly stipulate that the repurchase price is "investment principal+investment income". Whether the above amount needs to be adjusted, especially whether it can be adjusted according to the provisions on the upper limit of interest protection in the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Laws in the Trial of Private Lending Cases, is controversial, and this issue will also be intertwined with the issue of "real debts of famous stocks". In the case that the parties have made a higher return agreement on high-risk project investment, it is not appropriate to simply adjust the return on investment with the name of equity investment or loan. We should explore the true meaning of the parties and comprehensively identify them according to the investment purpose, actual rights and obligations of the parties.

1.2 Gambling between investors and target companies

According to Article 5 of the Minutes of the Ninth People’s Congress, the relevant provisions of the Civil Code and the Company Law should be applied to the review of this issue. The main points of the review are as follows:

(1) The "gambling agreement" concluded between the investor and the target company shall not be supported if the target company claims that the "gambling agreement" is invalid only on the grounds that there is an equity repurchase agreement.

(2) Where an investor requests the target company to buy back its shares, it shall conduct an examination in accordance with the mandatory provisions of Article 35 of the Company Law that "shareholders shall not withdraw their capital contribution" or Article 142 of the Company Law on share repurchase. If the target company fails to complete the capital reduction procedure, it shall reject the investor’s application.

1.3 Gambling between investors and parties other than shareholders of the target company

Share repurchase is essentially a share transfer. In the case that the main body of the repurchase obligation is a party other than the shareholders of the target company, the performance of the repurchase obligation is restricted by the foreign share transfer in the Company Law, such as the pre-emptive right.

2. About the Company’s Acquisition of Equity

According to the provisions of Articles 74 and 142 of the Company Law, a company shall or may acquire shareholders’ equity or shares under the circumstances prescribed by law, which are discussed here.

2.1 About Limited Liability Company

According to Article 74 of the Company Law, the main points to be examined are as follows:

(1) Conditions for dissenting shareholders to request the company to purchase shares: In any of the following circumstances, the shareholders who voted against the resolution of the shareholders’ meeting may request the company to purchase its shares at a reasonable price: First, the company has not distributed profits to shareholders for five consecutive years, but the company has been making profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law; Second, the company merges, divides or transfers its main property; Third, the business term stipulated in the articles of association of the company expires or other reasons for dissolution stipulated in the articles of association arise, and the shareholders’ meeting adopts a resolution to amend the articles of association to make the company survive. It is noteworthy that the third paragraph of Article 89 of the Second Revised Draft of the Company Law stipulates that the company’s equity acquired by the company in accordance with the first situation mentioned above shall be transferred or cancelled according to law within six months.

② Time limit for prosecution: If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the shareholders’ meeting, the shareholders may sue within 90 days from the date of adoption of the resolution of the shareholders’ meeting.

2.2 About Limited by Share Ltd

According to the provisions of Article 142 of the Company Law, a joint stock limited company may not acquire shares of the company, but this article also provides for exceptions. The main points of review are as follows:

2.2.1 The situation that a joint stock limited company should acquire shares of the company.

Where a shareholder disagrees with the resolution of merger or division of the company made by the shareholders’ meeting and requests the company to purchase its shares, a joint stock limited company shall purchase the shares. After the acquisition of shares, the company shall transfer or cancel it within six months.

2.2.2 The situation in which a joint stock limited company can acquire shares of the company.

Where a joint stock limited company reduces its registered capital, it may purchase its shares. The company’s acquisition of shares of the company due to this situation shall be subject to the resolution of the shareholders’ meeting. After the company purchases shares, it shall cancel them within 10 days from the date of purchase.

Where a joint stock limited company merges with other companies holding shares in the company, it may acquire shares in the company. The company’s acquisition of shares of the company due to this situation shall be subject to the resolution of the shareholders’ meeting. After the company purchases shares, it shall transfer or cancel them within six months.

(3) If a joint stock limited company uses its shares for employee stock ownership plan or equity incentive, it may purchase its own shares. Where a company purchases shares of the company due to this situation, it may pass a resolution at a board meeting attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the shareholders’ meeting. The total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.

(4) A joint stock limited company may purchase the shares of the company if it uses the shares for the conversion of corporate bonds convertible into shares issued by a listed company, or if it is necessary for the listed company to safeguard the company’s value and shareholders’ rights and interests. Where a company purchases shares of the company due to this situation, it may pass a resolution at a board meeting attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the shareholders’ meeting. The total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years. It should be noted that both of these situations are regulations for listed companies.

3. On the guarantee of equity transfer

In order to realize the purpose of equity transfer guarantee, the two parties usually sign an equity transfer contract, that is, to ensure that the debtor pays off the due debts, the two parties sign an equity transfer contract, and the debtor (equity transferor) informs the company of the equity change and cooperates with the company to change the creditor (transferee) into a shareholder of the company. If the debtor pays off the due debts, the creditor will cooperate with the company to change the debtor (transferor) into a shareholder of the company. According to the provisions of Articles 68 and 69 of the Interpretation of the Supreme People’s Court on the Application of the Guarantee System of the Civil Code of People’s Republic of China (PRC), the main points of the review are as follows:

(1) If both parties to the contract agree that the debtor will pay off his debts when they are due, the creditor shall notify the company and cooperate with the company to change the debtor (transferor) into a shareholder of the company. If the debtor fails to pay off his debts when they are due, the creditor may auction, sell off or pay off his debts at a discount, and the contract shall be deemed valid.

(2) If the parties to the contract agree that the debtor will pay off the debt when it is due, the creditor shall notify the company and cooperate with the company to change the debtor (assignor) into a shareholder of the company. If the debtor fails to pay off the debt when it is due and the creditor obtains the equity, the determination of its effectiveness shall be based on the provisions of the legal act validity part of the Civil Code, and shall be handled with reference to the provisions of Articles 401 and 428 of the Civil Code on mortgage and liquid.

(3) If both parties to the contract have not notified the company of the change of equity after signing the equity transfer contract, and have not registered the change of equity, strictly speaking, such a situation does not constitute a transfer guarantee. If the creditor (transferee) requests the debtor (transferor) to perform the equity transfer contract, it shall not support it, but the creditor may support it if it requests to give priority to the repayment of its creditor’s rights by auction, sale or discount of equity with reference to the provisions of the law on security interests.

(4) Shareholders provide guarantee for debt performance by transferring their equity to the creditors’ names. If the company or the creditors of the company request the creditors as nominal shareholders to bear joint and several liabilities with the shareholders on the grounds that the shareholders fail to perform or fully perform their capital contribution obligations, or withdraw their capital contribution, they shall not be supported.

⑤ The agreement of both parties in the assignment guarantee contract cannot be against the company and the third party.

Specific information of case elements to be collected

Taking the above-mentioned review points as clues and paths, the court should pay attention to the following specific information of the trial elements in the trial of equity transfer disputes, and determine the facts that should be ascertained on the basis of focusing on the arguments of both parties:

1. Ordinary equity transfer contract

(1) Violation of the assignor’s obligations: failure to assist in the internal changes of the company, failure to assist in the registration of equity changes in the company registration authority, violation of the preemptive right of other shareholders, and violation of the restrictions on equity transfer in the company’s articles of association or company law.

(2) Breach of the assignee’s obligations: failure to pay the equity transfer payment.

2. Does it involve national supervision?

(1) Equity transfer contract of state-owned enterprises: whether the evaluation procedures and trading places comply with the legal provisions.

(2) Foreign-invested equity transfer contract: whether it belongs to the field where investment is prohibited or restricted in the negative list; Whether there is any violation of the consent right and preemptive right of other shareholders of foreign-invested enterprises.

(3) the equity transfer contract that must be approved by the administrative organ: whether the equity transfer contract is approved; If it is not approved, does the plaintiff only file a lawsuit against the effective approval obligation clause?

3. Equity transfer contracts involving the transfer of company control rights and assets.

(1) Equity transfer contract involving the transfer of control rights of the company: whether the contractual agreement conflicts with the company law, and pay attention to reviewing the transferor’s main contractual obligations.

(2) Equity transfer contract involving company assets transfer: distinguish between asset transfer and equity transfer, and judge whether the purpose of equity transfer is to acquire company assets.

(3) Equity transfer contract for the purpose of obtaining the company’s asset qualification: whether the purpose of equity transfer is to obtain the company’s qualification and administrative approval are the effective elements of the relevant project transfer contract.

(4) "Equity transfer contract" in which the company is the party: if the company is the transferor, it should identify the real transferor, and if the company is the transferee, it should pay attention to examining whether there is any capital flight.

4. Representation equity transfer contract

(1) Betting on the agreed terms of share repurchase: Differentiate the objects to be gambled, identify the legal consequences differently, and pay attention to the identification of "famous stocks and real debts".

(2) Acquisition of equity by the company: Check whether there are any circumstances stipulated in Articles 74 and 142 of the Company Law.

(3) On the guarantee of equity transfer: the agreement to distinguish whether to complete the change of the company’s internal shareholder list or the registration of equity change, and the creditor’s acquisition of equity due to the debtor’s outstanding debts is invalid.

Factor-based trial and documents

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Factor trial

During the trial, the judge can gradually improve the following Elements Table of Equity Transfer Disputes according to the evidence and cross-examination, court questioning and court debate of both parties. After the trial is over, the Elements Table of Equity Transfer Disputes can be completed and the disputes between the two parties can be clarified. Factor-based trial can help judges quickly lock the focus of disputes, find out the facts of the case, determine the effectiveness of the contract, and determine the rights and obligations of both parties according to the agreement of the equity transfer contract, and then determine whether the parties have breached the contract and whether the contract has been terminated.

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Essential judgment

In the case of equity transfer disputes, if the disputes between the two parties focus on one or two factors, the undisputed facts can be quickly fixed, forming the fact-finding part of the traditional judgment, and the focus of the dispute is discussed in the reasoning part. If there are many disputes between the two parties, according to the explanation of "cases that can summarize fixed elements" in "Standards for Making Civil Judgment Documents of People’s Courts" and "Styles of Civil Litigation Documents", we can no longer separate the part of stating facts and what the court thinks, identify the disputed elements one by one by means of narration and discussion, or try to adopt an element-based and modular writing mode of judgment documents, so as to draw a judgment conclusion.

Original title: Guidelines for Factor-based Trial of Equity Transfer Disputes (Trial)

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Breaking employment discrimination, about "35-year-old threshold"

The 2022 "Government Work Report" clearly pointed out that "resolutely prevent and correct employment discrimination such as gender and age, and strive to solve outstanding problems that infringe upon the legitimate rights and interests of workers." During the two sessions of the National People’s Congress, the "35-year-old threshold" became a hot topic of discussion among deputies.

Jiang Shengnan, a representative of the National People’s Congress, was quoted as saying: at the age of 35, he is in the prime of his career, and he is also in a difficult stage of his life, with the old and the young. It is neither scientific nor fair to exclude them with only one age limit, and it is a great waste of talents.

Whether you are a young person who has just entered the workplace or a senior migrant worker who has begun to be anxious about age, there are these data that you have to know about the middle-aged crisis of the "35-year-old threshold"-

01. How to deal with the middle-aged crisis in the involution era?

Involution and anxiety have always been symbiotic. Although the average life expectancy is getting longer and longer, Chinese’s anxiety about the middle-aged crisis is getting earlier and earlier. In a survey conducted by China Youth Daily, 71.4% of the respondents claimed that they were anxious about their working age. How to deal with it? 56.9% people said that they should use their expertise to seek a breakthrough, 56.4% people thought that their core competitiveness should be enhanced, and fewer people thought that they should change careers in time to find another way out after losing their age advantage.

02. In some factories, it is too late to be anxious until you are 35.

"35-year-old age anxiety" and "middle-aged crisis in big factories" have come into reality more and more by joking. 35-year-old has indeed become an age watershed in the workplace, especially in Internet companies. Even in some big factories, it is far from enough to start anxiety at 35. According to pulse statistics, as of November 2021, the median age of Didi employees is 33 years old, while Alibaba, Ant Financial and JD.COM are 32 years old, and Baidu and Ape Tutor are even more exaggerated to be 28 years old.

03. Are you anxious about your age under the "social clock"?

Older people often tell young people what to do at what age. Work, marriage, having babies … The world of adults seems to be locked in the established "social clock". Twenty or thirty years old should be the best time in my life, but the questions from netizens in Zhihu are full of anxiety. Is it too late to be married at 26? Can I still take the civil service exam at the age of 29? These problems reveal people’s growing age anxiety.

04. Should everyone follow the social clock?

It’s time to get married, to have children, and to do things at any age. The huge social habit force requires young people to follow the "social clock" to advance their lives. Once you don’t follow the clock, the anxiety of "step by step can’t keep up" will sweep through, and families, parents and themselves will not escape.

05. I feel anxious. I am the most active after learning a new career.

People who are engaged in the preparation of milk tea drinks are called bartenders; Courier and takeaway are collectively referred to as online delivery staff; Taobao anchor is a live salesman, and these "new occupations" are becoming a new choice for the public to choose a job. The nail platform conducted a sample survey on new vocational learning groups, and found that among these people, the post-80s and post-90s are the main force, accounting for 42% and 41% respectively, and their academic qualifications are mainly junior college and undergraduate. Among the respondents, the proportion of post-80s generation who encounter occupational crisis and bottleneck is also the highest.

Argentine will use RMB to settle goods imported from China.

  On April 26th, local time, Argentine Economy Minister Felipe Massa held a press conference, announcing that Argentina would stop using US dollars to pay for goods imported from China and use RMB instead.

  Zou Xiaoli, China’s ambassador to Argentina, was invited to attend the conference and delivered a speech. Argentine central bank governor Percy, Argentine General Administration of Customs Mitchell and entrepreneurs from China and Argentina witnessed the news release. Massa stressed at the meeting that the currency swap agreement between Argentina and China not only helps to strengthen foreign exchange reserves, but also helps to strengthen bilateral trade.

  Massa said that after reaching agreements with different enterprises, Argentina will use RMB to pay for China’s imported goods worth about 1.04 billion US dollars this month. The use of RMB can accelerate the pace of Argentine imports of goods from China in the coming months, and the related authorization will be more efficient. It is estimated that starting from May, Argentina will also use RMB to pay for goods imported from China with the value equivalent to US$ 790 million to US$ 1 billion.

  In addition, Massa also stressed that the use of RMB can increase the expectation of Argentina’s net foreign exchange reserves and bring greater freedom.

  Zou Xiaoli, Ambassador of China to Argentina, said, "Strengthening economic and trade cooperation between China and Argentina is an important part of the comprehensive strategic partnership between the two countries. The economies of the two sides are highly complementary and have great potential for cooperation. China supports Albania’s efforts to maintain economic and financial stability, which is also reflected in the Sino-Arab joint statement issued during President Fernandez’s visit to China last year. China attaches importance to monetary and financial cooperation with Albania, and is willing to make joint efforts with Albania to encourage enterprises to use local currency for settlement in bilateral economy, trade and investment, reduce exchange costs and exchange rate risks, and create a good policy environment for promoting local currency settlement. In 2020, the People’s Bank of China and the Central Bank of Argentina renewed the local currency swap agreement, which played an important role in maintaining’s financial stability. The two central banks have also established an information exchange mechanism. China is willing to further strengthen local currency swap cooperation with Albania under the existing framework and support a greater role in the RMB clearing bank in Albania. China has confidence in Afghanistan’s financial and economic stability and the bright future of China-Arab cooperation. "

  In January this year, the Argentine central bank said that Argentina and China had formally expanded the currency swap agreement, which would strengthen Argentina’s foreign exchange reserves of 130 billion yuan and activate the disposable quota of 35 billion yuan. (General Desk reporter Gong Xiangcheng)

Accounting fraud meets heavy punishment: listed companies with high deposit and loan are facing key audits

  Since 2019, the capital market has exposed a series of accounting fraud cases, which has attracted attention. The Ministry of Finance has put forward a series of requirements for accounting firms to improve the quality and level of audit services and do a good job in the audit of the 2019 annual report. In grasping the audit risk, it is required to strengthen the audit of "deposit and loan" listed companies, local financial institutions, local financing platforms and state-owned enterprises — —

  In the new year, enterprises will release the results of the previous year one after another, and the annual report is highly concerned by the market. The authenticity and integrity of enterprise accounting information need the audit supervision of accounting firms.

  On January 7, the Ministry of Finance held a video conference on the audit and supervision of enterprise annual reports, which put forward requirements for doing a good job in the audit of enterprise annual reports and made it clear that violations in the audit of annual reports would be severely punished.

  Deep-seated problems need attention.

  The quality of enterprise accounting information and the practice quality of intermediary institutions have always been concerned by society and market. Especially since 2019, the capital market has exposed a series of accounting fraud cases, such as Kangdexin and Kangmei Pharmaceutical. The audit of accounting firms failed to find problems or failed to issue appropriate audit opinions, which triggered heated discussions.

  At the meeting, Liu Feng, the second inspector of the Supervision and Evaluation Bureau of the Ministry of Finance, reported the accounting supervision and inspection work in the past two years and the main problems found.

  "Focus on the pain points of people’s livelihood and carry out in-depth inspection of accounting information quality in the pharmaceutical industry." Liu Feng said that the Ministry of Finance, together with the National Medical Insurance Bureau, selected 77 pharmaceutical enterprises to conduct penetrating inspection on the whole process of drug production, circulation, use and settlement in accordance with the requirements of "double randomness and one openness".

  Focus on the key points of practice risks and earnestly do a good job in the quality inspection of accounting firms. Following the completion of a comprehensive survey of 40 certified public accounting firms in 2018, from 2019, the Ministry of Finance launched a second round of survey of certified public accounting firms, and selected four accounting firms to carry out practice quality inspection.

  Focus on the blocking point of industry development and continuously manage the outstanding problems existing in the practice of non-securities qualified accounting firms. "Some non-securities qualified accounting firms excessively pursue economic interests, relax the quality management of practice, and damage the fair and honest image of the industry. The Supervision and Evaluation Bureau has organized local financial departments to carry out special rectification work for several consecutive years, and effectively managed problems such as nominal practice, selling reports, and low-price competition, and achieved good results. " Liu Feng said.

  "In recent years, the risk awareness of accounting firms has increased, and the level of practice has improved. However, the inspection also found that some deep-seated problems in the CPA industry have not been effectively managed, which has seriously affected the quality of practice. " Liu Feng said.

  According to the circular, these deep-seated problems include imperfect internal governance, failure to abide by independence, lax management of business undertaking, inadequate implementation of audit procedures, falling off the internal review barrier, non-securities qualified accounting firms practicing in name and "selling reports".

  It is reported that some firms have turned a blind eye to the signs of fraud that have been concerned for reasons such as maintaining customer relations and ensuring the income of the firms, and lost their independence and professional ethics; In the year when the finance department of a province first carried out the work of "clearing the front name", 666 certified public accountants were cleared; The proportion of "selling reports" by individual firms exceeds 70% of the total amount reported by this firm.

  Statistics show that in 2018, financial departments at all levels inspected 1,080 accounting firms and 18,476 enterprises and institutions. 88 accounting firms were punished, of which 21 were suspended from practice and 3 were revoked; 140 certified public accountants were punished, of which 53 were suspended and 5 were revoked. In 2019, the financial departments at all levels inspected 1,209 accounting firms and 23,922 enterprises and institutions, and the inspection work was basically finished, which is being followed up.

  Severely crack down on accounting fraud

  At present, the downward pressure on the economy has increased. Under this circumstance, the pressure on corporate performance is increasing and the motivation for fraud is rising. It is necessary for financial departments at all levels and accounting firms to work together to do a good job in auditing the 2019 annual report to ensure the truthfulness and integrity of corporate accounting information.

  "In the current environment, severely punishing a few black sheep that disrupt the market order and have a strong social response is the best guarantee for the reputation of the industry and the best protection for the development of the industry." Qi Jinxing, director of the Supervision and Evaluation Bureau of the Ministry of Finance, said that in the next step, financial supervision and inspection institutions should earnestly perform their supervisory duties entrusted by law, crack down on accounting fraud, rectify and standardize market order, and enhance the social credibility of the industry.

  It is reported that according to the regulatory requirements of the new Securities Law on "double filing", the Ministry of Finance will study and adjust the "peer-to-peer" division of labor, optimize the administrative supervision mechanism of accounting firms, fully mobilize the enthusiasm of the supervision bureau and the finance department (bureau), and jointly do a good job in accounting supervision.

  "Highlight key points, severely punish heavy penalties, and further increase inspection and handling penalties." Gao Jinxing said that on the basis of continuing to push forward the comprehensive round-robin inspection of accounting firms, we should focus on increasing the intensity and frequency of inspection of accounting firms with large business scale, high practice risk and continuous administrative punishment, and promptly investigate and deal with major audit failure clues exposed by the media when problems such as "taking over the house", "changing the vest" and "selling reports" emerge; The practice of "double punishment in one case" will impose administrative penalties on accounting firms and certified public accountants with significant audit responsibilities.

  The Ministry of Finance has put forward a series of requirements for accounting firms to improve the quality and level of audit services and do a good job in the audit of the 2019 annual report. In grasping the audit risk, it is required to strengthen the audit of "deposit and loan" listed companies, local financial institutions, local financing platforms and state-owned enterprises.

  "For listed companies with high deposits and loans, focus on the authenticity of financial assets such as monetary funds and cash flow of enterprises, and increase the audit of bank deposits, operating income costs and large current accounts, especially related party transactions and overseas transactions." Liu Feng said.

  At the same time, local supervision bureaus should follow up the whole process, understand the annual report audit of listed companies and key enterprises within their jurisdiction, remind and supervise accounting firms in time when finding doubts, and enhance the timeliness, pertinence and effectiveness of supervision. Local financial departments should continue to carry out special treatment of nominal practice and selling reports, intensify punishment, resolutely clean up the black sheep and constantly rectify the market order.

2024 Spring Festival Observation | Chef who comes home to make New Year’s Eve dinner: Earn five or six thousand dollars a day and go home to eat instant noodles.

Cctv news(Reporter/Written by Du Anqi/Kan Chunyu): "Cooking is too tiring, and the table is too expensive." During the Spring Festival, the business of home cooking is booming. CCTV News+reporter interviewed three chefs. In Jiuquan, Gansu, two tables of 18 dishes are charged in 500 yuan, and in the suburbs of Chongqing, a table of 13 dishes is charged in 300 yuan, but some chefs have received 2— A large-scale family banquet with three tables will earn five or six thousand yuan a day.

Two tables of New Year’s Eve dinner, 18 dishes charge 500 yuan

Repeatedly shirked, however, Wang Liping of Jiuquan, Gansu received an order for New Year’s Eve dinner. No way, the relationship needs to be maintained. Wang Liping is always asked to cook for the daily reception of the client company. This time, the client asked her to "help" during the New Year, and she could not refuse. The chefs in the team have all returned to their hometowns for the Spring Festival. Before that, Wang Liping had already cancelled more than a dozen orders.

Dinner will be served at 6:30 p.m., and Wang Liping needs to come home at 3:30 to prepare. Make a family dinner for more than 20 people in a family, set two tables, and serve 18 dishes, large and small, and charge 500 yuan. "On this single order, the customer is an acquaintance and there is no price increase." Wang Liping’s hands are tied, and she plans to let her husband go with her.

Wang Liping is not a professional chef. She has a regular job, and cooking at home is only a part-time job. At the beginning of 2023, she saw such a business model on social platforms. In March, she began to take orders, relying on her own home cooking skills and relying on the hard work of carefully pondering food videos. "Sometimes there are four or five orders a day, and sometimes there are no orders."

While taking orders, she runs her own social account and regards short videos as her own advertisements. Some people I know began to follow Wang Liping to take orders, and others found them from social platforms. Slowly, the number of orders and teams rose. At work, Wang Liping sends out the list, and at rest, he goes to the door to cook. Near the Spring Festival, "telephone calls for ordering food from all over the country are received from morning to evening".

Customers have different requirements. According to the quantity of food, Wang Liping charges 200— 300 yuan, a year down, she earn up to 7000 yuan a month. Wang Liping said: "No investment, low risk, free time, and hard money."

Make some pocket money for children by cooking at home.

Liu Li, who lives in the suburbs of Chongqing, received two orders on New Year’s Eve, and the customers prepared their own ingredients, a table of 10— 12 dishes, each door-to-door service 2— 3 hours, a day can earn more than 700 yuan’s manual fee. During the Chinese New Year, she raised the price of each order by 20%.

Before becoming a substitute chef for home cooking, Liu Li opened a beauty shop in the county town. In 2018, she had a child. Due to the pressure of rising rent and labor costs, she transferred the store. In 2023, she found that cooking at home can not only bring income, but also set aside time to pick up and drop off children and take care of housework.

On weekdays, Liu Li can pick up 3-mdash a day; Four orders, one for cooking, and the other for bacon soup pots, can earn seven or eight hundred yuan a day. Friends around her came to help, and she took out 30% as a commission.

Liu Li’s schedule is very full. After finishing the housework at home in the morning, she goes to the client’s house to cook, and she is busy until around 6:30 pm. After eating the New Year’s Eve dinner at home, she will continue to wash the dishes. "In fact, if you think about it, you have earned it by yourself. You have to rely on your own hands to do it. If you do it, you will get it."

Photo courtesy of respondents

Photo courtesy of respondents 

Earn five or six thousand dollars a day and go home to eat instant noodles

In contrast, He Xie’s team is larger and the charging standard is higher. "There are 50 chefs, including me, and the fees for chefs of different grades are different. Some are home-cooked dishes, some are star-rated products, and some are local specialty dishes, ranging from several hundred yuan to several thousand yuan." On New Year’s Eve, He Xie holds more than 60 home cooking orders, and the chefs in the team can earn up to five or six thousand yuan a day.

At the end of 2022, He Xie, who had worked hard in the catering industry for many years, noticed that cooking at home was on fire. He and his partners are planning to form a team. "Some of the chefs we recruited think that this industry is more promising, and some people have lost money in the catering business before and want to make some money."

In a year, the order volume has soared from a dozen orders a day to hundreds a day. "Many families pay more and more attention to health or the atmosphere at home, which is basically in a state of continuous growth." The monthly income of chefs in the team is 10 thousand — 30,000 yuan.

This time, He Xie and the team members made preparations from the twelfth lunar month to the fifteenth day of the first month: "The Spring Festival is our busiest time. We also hope to provide services to those families who need help and bring them warmth and joy. " Although his reunion with his family needs to be postponed, He Xie thinks it is very meaningful. "Most of the chefs in the team are men, and they are husbands and fathers in the family. In order to earn some money to subsidize the family and make the family live better, I will earn more money during the New Year."

Photo courtesy of respondents

Photo courtesy of respondents 

On New Year’s Eve, He Xie began to buy food at six o’clock in the morning and went to the customer’s house to start cooking at eight o’clock. 12— An order for 16 dishes often takes 4 hours. The latest table of New Year’s Eve dinner was set at 7: 00 p.m. He Xie still needed to clean up the kitchen. When he got home, it was already 10: 00 p.m. He didn’t want to fire again and bought a bucket of instant noodles to satisfy his hunger.

Although it is very hard, He Xie feels that his career is very valuable. "99% of the owners are very enthusiastic about us and will ask you if you drink water. Some people say that they can help us with chores and even let us eat together." At this moment, He Xie always feels very proud.

Summary of new cars listed in joint venture at Shanghai Auto Show by SUV

    [XCAR 2015 Shanghai Auto Show Original]

    The curtain of Shanghai Auto Show has been opened. As the largest auto show in the universe, it is a stage for car companies, a feast for the media and a paradise for car fans. For consumers who need to buy a car, the Shanghai Auto Show must not be missed. Many car companies will choose to sell new cars at the Shanghai Auto Show. Yesterday, we introduced the China brand models that were unveiled at the auto show. Today, we will continue to talk about the joint venture new cars listed at the Shanghai Auto Show, but compared with the former, the number of joint venture new cars is much less, but there are also some heavyweight models. Friends who need to buy a car must not miss it!

Summary of new cars listed by joint venture at Shanghai Auto Show

    ● Beijing benz GLA

    Price range: 269,800-398,000 yuan

    At the 2015 Shanghai Auto Show, the domestic Mercedes-Benz GLA was officially launched, and five new models were launched with a price of 269,800.

 

Domestic Mercedes-Benz GLA will officially go offline and will be unveiled at the Shanghai Auto Show.

Domestic Mercedes-Benz GLA will officially go offline and will be unveiled at the Shanghai Auto Show.

    The dimensions, length, width and height of the new car body are 4431mm/1804mm/1532mm respectively, and the wheelbase is 2699 mm. The domestic model maintains the same wheelbase as the overseas version, but the body height has increased (the body height of the overseas version of GLA 200 is 1483mm).

Domestic Mercedes-Benz GLA will officially go offline and will be unveiled at the Shanghai Auto Show.

Domestic Mercedes-Benz GLA will officially go offline and will be unveiled at the Shanghai Auto Show.

    In terms of interiors, the domestic GLA SUV is also highly consistent with imported models, and the independent center console and diversified color matching are very fashionable. The domestic GLA SUV will be equipped with fixed-speed cruise, reversing image, panoramic sunroof, leather steering wheel, electric seat memory and many other technical configurations.

Domestic Mercedes-Benz GLA will officially go offline and will be unveiled at the Shanghai Auto Show.

Domestic Mercedes-Benz GLA will officially go offline and will be unveiled at the Shanghai Auto Show.

    Domestic Mercedes-Benz GLA will be available in GLA 200, GLA 220 and GLA 260, of which GLA 200 is equipped with a 1.6T high-power engine with a maximum power of 115kW(156Ps). The GLA 260 will be equipped with a 2.0T high-power engine with a maximum power of 155kW(211Ps), and the GLA 220 will be equipped with a 2.0T low-power engine. In terms of transmission, all models are matched with a 7-speed dual-clutch gearbox.

    ● Dongfeng Honda new CR-V

    Price range: 179,800-249,800 yuan

    On April 20th, at the Shanghai Auto Show, Dongfeng Honda’s new CR-V was officially launched, and the new car launched seven models with the price range of 179.8-249.8 million yuan. In addition to some minor changes in design and configuration, the biggest attraction is to replace the current 5AT gearbox with CVT gearbox and adopt the Earth Dream technology engine. In addition, the official said that the old CR-V minimum will be sold together with the new model.

 

The official listing price of the new CR-V Shanghai Auto Show will be announced.

    In terms of appearance, Dongfeng Honda’s new CR-V has been changed in details compared with the current model, and its design style is closer to the overseas version. The new car adopts a brand-new U-shaped air intake grille, adds LED daytime running lights, and brand-new horizontal fog lights also replace the current round fog lights. In addition, a silver protective plate is added under the front bumper, which makes the whole look more fashionable.

Dongfeng Honda 2015 Honda CR-V

    In terms of size, it is reported that the length, width and height of Dongfeng Honda’s new CR-V are 4585mm/1820mm/1685mm respectively, and the wheelbase is 2620mm. In addition, the new CR-V will provide six body colors to choose from, namely colorful crystal black, scarlet, snowflake silver, titanium gold and silver, pearl white and amber brown.

Dongfeng Honda 2015 Honda CR-V

Dongfeng Honda 2015 Honda CR-V

    In terms of interior, the new CR-V has not changed much, but the interior material has been upgraded. In terms of configuration, the new CR-V top model is equipped with electric trunk door, blind spot monitoring system and 18-inch new style wheels. In addition, the new car also comes standard with tire pressure alarm, ramp assist system, body stability system, start/stop system and LED daytime running lights.

Dongfeng Honda 2015 Honda CR-V

    In terms of power, Dongfeng Honda’s new CR-V will continue the existing 2.0L engine and be equipped with a 2.4L Earth Dream engine with a maximum power of 137kW and a peak torque of 245Nm. The transmission system is matched with CVT gearbox.

Prospect of Toyota’s new cars in 2019, such as Asian Dragon/New Lei Ling.

  [car home News] In 2018, Toyota’s cumulative sales in China market reached 1.47 million vehicles (including Lexus), up 14.3% year-on-year. The two joint ventures FAW Toyota and GAC Toyota contributed 720,000 vehicles and 580,000 vehicles respectively. In fact, 2018 is not a big year for Toyota products, and it is not easy to achieve steady growth. In 2019, Toyota will step up its product offensive in China market, and launch eight brand-new models, including (|), brand-new Corolla/Lei Ling and brand-new RAV4. Not only will the sports car 86 return to the market, but Supra, which has just made its world debut, is also expected to be introduced. Then, please follow us to see what heavy products Toyota will launch in 2019.

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 Prospect of Toyota’s new cars in 2019 brand car make and model grade Time to market page number Toyota Asian dragon in-between car Mar. first page Toyota Brand-new corolla small family car August-September first page Toyota Corolla Shuangqing E+ small family car Mar. first page Toyota New Lei Ling small family car May 20th is expected. first page Toyota Lei ling Shuang Qing E+ small family car Mar. first page Toyota Brand new RAV4 Compact SUV Between October and December Second pages Toyota 86 racing car within the year Second pages Toyota Supra racing car within the year Second pages Toyota Vellfire HEV MPV June-July Second pages

  From the perspective of specific models, Toyota’s focus in 2019 will be compact, including cars and SUVs, with a total of five models. New energy is still its focus. The fuel consumption of Corolla dual-engine E+ and Ralink dual-engine E+ PHEV models is particularly eye-catching, and the fuel consumption is 4.3L/100km under the feeding condition (that is, when the battery power is zero). In addition, Toyota also shows a more sporty side. Two sports cars, 86 and Supra, will be introduced to China. Whether the civilian sports car and Niu Mowang can continue their names is worth looking forward to.

Quickly understand the key points of this article:

1. Toyota will launch at least 9 models for the China market in 2019;

2. It includes 8 brand-new models;

3. New energy is still the key direction;

4. Try a new sports car again;

5. Toyota is stepping up its product offensive in China market.

Home of the car

● Asian dragon
Time to market: March 2019
New car features: the upgrade of appearance "arrogance" and the hybrid version are advantages.

FAW Toyota Asia Dragon 2019 Double Engine 2.5L High Edition

  The domestic Asian Dragon was launched during the 2018 Guangzhou Auto Show, and the degree of "arrogance" is further compared with the previous generation, which is even worse than Camry. Recently, Asia Dragon announced the pre-sale price of four models, of which the pre-sale price of 2.5L is 244,800 yuan; The pre-sale price of the mixed version is 239,800 yuan; The pre-sale price of the mixed version is 257,800 yuan; The pre-sale price of the hybrid version is 289,800 yuan.

FAW Toyota Asia Dragon 2019 Double Engine 2.5L High Edition

FAW Toyota Asia Dragon 2019 Double Engine 2.5L High Edition

"Domestic Asian Dragon Double Engine"

Toyota (Import) Asian Dragon (Overseas) 2018 Basic Model

"Overseas version"

  The domestic version of the Asian Dragon retains the overall design of the overseas version. The exaggerated front grille almost occupies the front of the car, with angular LED light sets and front bumper lines, showing a strong momentum. However, the new car is not equipped with the LED headlight group with Pisces bone-shaped daytime running lights of overseas high-profile models, but is replaced with a unique three-circle full LED headlight. From the visual perception, the sharpness of the latter’s "eyes" is obviously lower than that of the overseas version of "fishbone lights".

FAW Toyota Asia Dragon 2019 Double Engine 2.5L High Edition

FAW Toyota Asia Dragon 2019 Double Engine 2.5L High Edition

  Viewed from the side, the Asian Dragon looks very elegant, and the low body style makes the new car look more stretched. On the tail side, the car uses a through taillight group with a full-fledged rear bumper, which greatly improves the sports temperament of the new car. In terms of body size, the length, width and height of the new car are 4975/1850/1450mm and the wheelbase is 2870mm respectively.

FAW Toyota Asia Dragon 2019 Double Engine 2.5L High Edition

  In terms of interior, the new car adopts a symmetrical design style, which is not the same as Camry, and it shows a calm atmosphere. The most attractive thing in the whole central control area is this 9-inch central control LCD screen, which integrates conventional multimedia functions, is easy to operate and supports Apple CarPlay function.

FAW Toyota Asia Dragon 2019 Double Engine 2.5L High Edition

  In terms of configuration, the new car will be equipped with leather seats, panoramic sunroof and sewing design of door trim panels. Another highlight of the new generation of Asian Dragon is that AVS adaptive variable suspension system will be standard, which can effectively improve ride comfort and driving stability.

FAW Toyota Asia Dragon 2019 Double Engine 2.5L High Edition

  Domestic Asian Dragon provides 2.5L inline four-cylinder naturally aspirated engine and 2.5L hybrid engine, both of which are A25A 2.5L naturally aspirated engines of Toyota Dynamic Force series, with maximum thermal efficiency of 40% and 41% respectively. Among them, the maximum power of the 2.5L model is 209 horsepower, and the transmission system is matched with the 8-speed automatic manual transmission; However, the maximum power of the 2.5L engine of the twin-engine model is 178 HP, the maximum power of the motor is 120 HP, and the comprehensive maximum power of the system is 218 HP. In terms of fuel consumption, it is officially announced that the comprehensive fuel consumption of the 2.5L+8AT model is 6.2L/100km, while the dual-engine model is only 4.3L/100km.

Editor’s comment:

FAW Toyota Asia Dragon 2019 2.5L Hybrid Edition

  In the medium-sized automobile market, FAW Toyota has been silent for a year after Reiz stopped production in September 2017. Fortunately, in November 2018, FAW Toyota officially released the domestic Avalon (Asian Dragon). The exaggerated design language of the new car instantly makes this medium-sized car, which was originally moderate and steady, run wild, and also brings fresh blood to the domestic joint venture brand medium-sized car market. At the same time, the addition of Asian Dragon has also broken the status quo that Toyota’s medium-sized car is only Camry "single-handedly" and seized more shares for it.

  However, from the perspective of Camry and ES of Toyota’s domestic layout, how to differentiate and price the Asian dragons on the same platform has become its first consideration. Judging from the pre-sale price recently released, the price of the hybrid version of FAW Toyota Asia Dragon is basically the same as that of the fuel version, which obviously comes with sincerity, and the main sales model is between Camry and ES, and Toyota really plays a "good card". As for whether it can impress consumers after listing, it remains to be tested by the market.

Home of the car

● New Corolla/Lei Ling (including double engines)
Time to market: August-September, 2019 (Corolla) and May 20, 2019 (Lei Ling).
New car features: drastic changes

FAW Toyota Corolla 2019 Dual Engine 1.8L Basic Model

GAC Toyota Lei Ling 2019 Double Engine Basic Model

"The picture shows the new Corolla Twin Engine/Ralink Twin Engine"

  The brand-new Corolla sedan and Lei Ling sedan made by Toyota’s two China partners ushered in the debut at the 2018 Guangzhou Auto Show eight months after the launch of the American version of Corolla (the car released at the auto show is a hybrid version). Of course, the relationship between the two is still a sister car, and the visible difference at present is only in the appearance. Compared with the sedan image of current models, the brand-new Corolla/Lei Ling based on TNGA architecture is young and avant-garde in appearance.

FAW Toyota Corolla 2019 Dual Engine 1.8L Basic Model

GAC Toyota Lei Ling 2019 Double Engine Basic Model

  The front face shapes of the new Corolla and Ralink are obviously different. The former does not use the "fangs" headlights of overseas models, while the front face of Ralink is closer to the overseas version. The large-area grille on the front of the car is eye-catching. The difference is that Corolla is a banner style, while Ralink is a mesh design.

FAW Toyota Corolla 2019 Dual Engine 1.8L Basic Model

GAC Toyota Lei Ling 2019 Double Engine Basic Model

  In the rear part, there are still obvious differences between the two cars. Corolla takes a simple route and Ralink is a sporty style. The most direct advantage of this design is that the Corolla and Lei Ling can be easily distinguished from the front face and the rear of the car.

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  In addition, Toyota China announced at the launch that the new Corolla/Lei Ling will be equipped with the China version of the exclusive 12.1-inch central control panel and PM2.5 filtering system. Compared with the overseas version of the 8-inch screen, this can be said to be considerate of the needs of consumers in China. In terms of configuration, the new car will also be provided with the latest generation of Zhixing interconnection system and Zhixing safety system, of which the latest Zhixing interconnection system will be 100% installed in all future replacement cars of Toyota. As for the power part, the official has not announced the specific parameters of the new car power, only revealing that the new car will be equipped with the latest version of the 1.8L hybrid system.

Editor’s comment:

Home of the car

  As the sales pillars of Toyota in China market, Corolla and Lei Ling shoulder the heavy responsibility of stabilizing the compact car market, laying a solid foundation for Toyota’s expansion in China market. According to the latest data, the cumulative retail sales of Corolla in 2018 was 294,300, and the sales of twin-engine models were 82,400, up 3% and 41% respectively. The annual sales volume of Lei Ling (including double engines) reached 202,700 vehicles, a year-on-year increase of 21%.

  Obviously, the Gemini strategy has not caused each other to seize the market, but has successfully met the needs of different consumers, and each has its own advantages to meet the needs of more consumers and win market share. The existing data show that the interior changes are also huge and are loved by consumers. As for the market performance after listing, these two cars are expected to continue their cash sales or will usher in new growth.

Home of the car

● Corolla/Ralink engine E+
Time to market: March 2019 (Corolla Shuangqing E+) and March 2019 (Ralink Shuangqing E+)
New car features: fuel consumption under feed condition is 4.3L/100km.

Home of the car

  At the 2018 Beijing Auto Show, Toyota fulfilled its promise made two years ago and released the Corolla/Ralink E+ at the same time. These two models are exclusive to the China market, and they share a plug-in hybrid system consisting of a 1.8L naturally aspirated engine, two motors and a battery pack. According to official data, the fuel consumption of the whole system is 1.3L/100km under comprehensive working conditions and 4.3L/100km under feed working conditions (that is, when the battery power is zero), which can be described as strong competitiveness.

FAW Toyota Corolla Twin Engine E+ 2019 1.8L Ultimate Edition

GAC Toyota Ralink Shuangqing E+ 2018 Basic Model

"The picture shows Corolla double engine E+ and Ralink double engine E+"

  Let’s look at the appearance first. Both cars continue the design of the current fuel version, only the details are different. In the details, the new car has added blue elements to the front grille and headlights to highlight its new energy identity. In addition, the headlight light source comes standard with LED, and the LED daytime running light of Corolla dual-engine E+ is only available for two models with high allocation.

FAW Toyota Corolla Twin Engine E+ 2019 1.8L Ultimate Edition

GAC Toyota Ralink Shuangqing E+ 2019 Basic Model

  In the rear part, each of the two cars has a blue decorative strip that runs through both sides. The Corolla dual-engine E+ is more obvious, and the rest is not much different from the fuel version. The fuel filler is on the left side of the car body, and the charging port is on the right side of the car body. In the charging part, take the Corolla dual-engine E+ as an example. The car supports public AC charging piles and portable chargers, which take about 3 hours and 5 hours to be fully charged respectively.

FAW Toyota Corolla Twin Engine E+ 2019 1.8L Ultimate Edition

The picture shows the Corolla twin-engine E+, which is only different from the Ralink twin-engine E+ in configuration.

  In terms of interiors, both cars follow the fuel version of the car design, and there are no popular elements at present, which may be its charm. In terms of configuration, the new car uses an 8-inch touch screen and supports the interconnection function of Baidu CarLife mobile phone. But there is no reversing radar function in the whole system.

FAW Toyota Corolla Twin Engine E+ 2019 1.8L Ultimate Edition

  In terms of power, both cars are equipped with a plug-in hybrid system consisting of a 1.8L naturally aspirated engine, dual motors and battery packs, in which the maximum power of the engine is 99 HP and the maximum torque is 142 Nm; The maximum power of the motor is 72 HP and the maximum torque is 207 Nm. In terms of transmission system, it still matches the E-CVT continuously variable gearbox; The cruising range of the car in pure electric mode is 55km.

Editor’s comment:

FAW Toyota Corolla Twin Engine E+ 2019 1.8L Ultimate Edition

  Toyota’s plug-in hybrid version based on Corolla and Lei Ling cars is easy to understand, which is intended to inherit the golden signboard of Corolla, and the hybrid technology has been very mature for many years. In addition, the double-point system requires Toyota to have corresponding plug-in or pure electric vehicles in China, so it is a route that can be realized quickly based on cash.

  Judging from the latest sales data, the cumulative sales volume of Corolla Shuangqing from January to December was 82,400 units, a year-on-year increase of 41%; The cumulative sales volume of Leiling Shuangqing this year is 44,600 units. It is not difficult to see that consumers are gradually recognizing Toyota hybrid technology. Reliable and mature hybrid technology, low fuel consumption and high user base and reputation of Corolla/Lei Ling will lay a good starting point for these two plug-in hybrid models.

How strong is Lei Ling equipped with Toyota’s fifth-generation hybrid system?

[Pacific Auto Review Channel] Toyota has been "playing" hybrid for 26 years, and its hybrid models are known for their fuel economy and reliability. At present, more than 23 million vehicles have been sold in the world, and the record of "0 accidents, 0 explosions and 0 electric leakage" has been maintained. After four generations of changes, Toyota’s dual-engine system has evolved to the fifth generation, and its name has changed from "dual-engine" to "intelligent electric hybrid dual-engine". And the new Lei Ling (parameter picture) (inquiry base price | reference matching) is the first landing model of Toyota’s fifth-generation hybrid system in China. Therefore, Lei Ling’s change this time is not as simple as changing the kit and adding a few configurations. The latest hybrid system is the real dry goods.

The Fifth Generation Toyota Intelligent Electric Hybrid Dual Engine System

Since it is equipped with a brand-new fifth-generation system, the power system and driving experience of the new Lei Ling are naturally the focus of our attention.

So what is the improvement of this system? The fifth generation intelligent electric hybrid twin-engine upgrades the three-electric system (motor, battery and electronic control), adopts a driving motor with higher output torque, and replaces the previous Ni-MH battery with a ternary lithium battery with higher discharge power for the power battery. The PCU power control unit also optimizes the program and reduces the volume and weight.

The comprehensive power of the 1.8L intelligent electric hybrid dual-engine system carried by the new Ralink is 101kW, which is 12% higher than that of the fourth generation system. The peak torque of the motor is 185N·m, and the fuel consumption of WLTC under comprehensive working conditions is as low as 4L/100km, which is about half a liter lower than that of the current system.

Previously, we did a zero-hundred-speed acceleration test on Lei Ling equipped with the fourth-generation dual-engine hybrid system, and the measured result was 10.87 seconds, which was more than 3 seconds slower than the Civic/e:HEV equipped with the fourth-generation i-MMD hybrid system.

After switching to the fifth generation system, according to official information, the zero-hundred-acceleration performance of the new Lei Ling can be improved to 9 seconds, and the acceleration of 0-60km/h only takes 4 seconds, and the acceleration capacity of the latter section of 80-120km/h is also improved by 15%.

From the actual sense of body, the speed of the new Lei Ling is indeed much faster than before. In the middle and low speed section, it has the pleasure of the tram. More importantly, the acceleration in the latter part is no longer so weak, especially in sports mode, the overtaking experience is much more enjoyable than before.

Besides being faster, the new Lei Ling has a great improvement in driving, that is, it is quieter. The fifth generation system is optimized for PCU power control unit to restrain the excessive increase of engine speed during acceleration. Now, when you step on the accelerator deeply and the engine rotates at high speed, although your voice is still very loud, it is obviously not as hoarse as before.

Not only the noise of the engine under high load has been improved, but also the vibration of the steering wheel and accelerator pedal has been reduced a lot. Now the floor is no longer numb when it is oiled. Generally speaking, after the new Lei Ling is upgraded to the fifth-generation intelligent electric hybrid dual-engine system, the power experience has been greatly improved. Coupled with Toyota’s consistent "reliable" characteristics, there is really no shortcoming.

In addition to the power system, Lei Ling has done a very good job in steering and chassis before the change, so there is no need to make any changes in the new model. The steering feels soft but not floating, smooth but not greasy. Chop a corner a little faster, and the feeling of the whole car is very controllable.

However, the leather steering wheel is completely cancelled in the new Ralink. The plastic material is a little slippery, and the surface touch is not as soft and comfortable as leather. It is a small regret for someone who is extremely resistant to the steering wheel cover. If you really want a leather package, you can buy a platform online. All kinds of hand-sewn DIY products cost 50 yuan to solve your worries.

In terms of chassis, Lei Ling under TNGA structure adopts independent suspension in front and rear, McPherson in front and E-shaped multi-link in the back. The chassis has a strong overall feeling and excellent shock-absorbing texture. After potholes or speed bumps, the suspension is very Q-elastic, neither too soft nor stiff.

In fact, this generation of Lei Ling’s control is much better than the previous generation, and the chassis texture is not much worse than that of a higher-level Camry. Now, after the cash Lei Ling has switched to the fifth generation THS, the power experience has been obviously improved. Now the whole car is refreshing, flexible and fuel-efficient, which is enough for ordinary family users to love the feeling of driving.

T-SMART intelligent cockpit

In addition to the upgrade of power system, the biggest change of the new Lei Ling is the upgrade to the T-SMART intelligent cockpit. Now it has the largest 12.3-inch full LCD instrument of its class, a 10.25-inch central control large screen with wireless CarPlay, and a T-CHAT intelligent voice interaction system that can be seen and spoken.

12.3-inch full LCD instrument is equipped with 1.5L self-priming version and dual-engine version; The 10.25-inch central control is standard in 1.5L and 1.8H, and the 1.2T version is a 9-inch screen.

The new car system keeps up with the times in functionality and interactive experience, supports car WeChat, car home interconnection and intelligent scenes, and is also compatible with various rich applications such as bilibili, CCTV audio and video, tiger tooth live broadcast and little red book through the expansion of third-party applets. The UI of the whole car is much more fashionable than before, and the operation logic is easier to understand, so older users don’t have to worry about not using it.

In addition, the "digital key" function is added to the new Lei Ling for the first time. Based on the "Fengyun Yuexiang" car interconnection system, the mobile phone is the key, and comprehensive remote control is realized, including remote mobile phone unlocking, air conditioning control, car light control, car condition checking, etc. One mobile phone can play around Lei Ling. Moreover, the car also supports OTA. If there are any new functions, users can get updates and upgrades without worrying that the car will become obsolete and become furnishings after two or three years of driving.

The biggest surprise of the new Lei Ling car is wireless CarPlay! Apple users expressed ecstasy. In addition to the two 1.2T models, the 1.5L self-priming and 1.8H hybrid models of Rayling all come standard with three mobile phone mapping methods: Apple CarPlay, Baidu CarLife and Huawei HiCar. Lei Ling’s change this time can be said to fully consider the needs of users.

On the high-profile models, there is also a 12.3-inch full LCD instrument, which has a great display effect, providing three types and four styles, forming 12 different combinations. It also covers a lot of information, including subtotal mileage, energy consumption data, power system energy flow, EV driving ratio, multimedia, compass, driving assistance, navigation map and so on.

However, its interface logic is too complicated, and the operation of information switching is cumbersome. For example, through the buttons on the steering wheel, the up and down buttons prompt you to press the left and right buttons, which switch three information interfaces.

However, these three information interfaces need to be preset in advance. If you want to change the settings, you need to follow the system prompts and check them through several levels of menus. That is to say, if what you want to see is not the information you set in the outermost layer in advance, then you will be very troublesome to find, and you may need to keep entering and returning in the menus at all levels. It is even more inconvenient to operate during driving.

In fact, this logic can be completely simplified by switching different information types left and right and switching the same information content up and down, which is easy to understand and has zero learning cost.

T-PILOT intelligent driving assistance system

The new Lei Ling is equipped with Toyota’s new generation T-PILOT intelligent driving assistance system. In addition to the minimum version, the whole system comes standard with Toyota’s latest Toyota Safety Sense 3.0 Zhixing safety suit, realizing quasi-L3-class automatic driving.

TSS3.0 further strengthens and upgrades the original PCS pre-collision system, DRCC dynamic radar cruise control system, LTA lane tracking auxiliary system and LDA lane departure warning system. At the same time, RSA road sign recognition assistance system, EDSS emergency driving stop system and PDA proactive driving assistance system are added, which are two world-first functions.

The EDSS emergency driving stop system will automatically slow down the vehicle when the system determines that the driver can’t continue driving because of fatigue or acute illness during the lane keeping cruise. When the driver is continuously warned that the operation has not resumed, the system will keep the vehicle in the lane and continue to slow down until it stops, and turn on the double flash to wait for rescue.


EDSS emergency driving stop system

PDA predictive active driving assistance system will slow down or brake pedestrians, bicycles or cars passing laterally at a distance of 30-80km/h, and if collision cannot be avoided within 4.5 seconds, it will actively turn 50 cm in the opposite direction to the target object to avoid excessive approach. This function can work no matter day or night, rain, snow, sunny, cloudy and other weather.


PDA predictive active driving assistance system

Shape change

The appearance is the smallest part of the change in Lei Ling, and the overall shape is basically the same as the old one. The new Lei Ling still offers two appearances, the normal version and the sports version. The main difference lies in the front and rear bars and wheel hub shapes. There are eight choices of body colors, and there are three different color schemes for the interior, among which gray is exclusive to the 1.2T version.

The appearance of the new sports version retains the design of trapezoidal big mouth and expands to both sides, which is visually more impactful and wider than the ordinary version. The new model adds the same color decorative strips on both sides of the front bumper, and forms an extension effect, which makes the whole look more stretched.

Previously, the ordinary version and the sports version used different shapes of light group designs, while the new version adopted a unified style, and the daytime running lights also became more atmospheric and more recognizable C-shaped structure, taking into account the function of turn signals.

The hub has also adopted a new style, with thinner spokes and a stronger sense of movement. Bridgestone Tairan series is still used for tires, and the sports tire size is 225/45R17; The normal tire size is 205/55 R16.

In terms of size, the length, width and height of the new Ralink are 4640×1780×1435mm and the wheelbase is 2700mm, which is not large among cars of the same price and belongs to the standard compact car body. If there is a demand for the back row space, the extended version of "Lei Ling"-Lingshang will be a better choice, and I believe Lingshang will soon be upgraded and redesigned.

The rear of the new Lei Ling is almost the same as the old one. The original body color decorative board at the bottom of the rear bumper of the sports version has changed into a pure black diffuser design, and the taillight style is also consistent with the old one.

In fact, this generation of Lei Ling is very good at face value, with a sharp overall style, a sporty and youthful look and a simple design. Therefore, the appearance of the new Lei Ling does not need to be drastically changed, and a small change is enough to keep it fresh.

Total knot

The new Lei Ling, whose appearance has hardly changed, has actually been greatly upgraded. The power is equipped with Toyota’s latest intelligent electric hybrid dual-engine system, which is the first landing model of Toyota’s fifth-generation hybrid technology in China. The cockpit adopts a brand-new 10.25-inch central control screen system and a 12.3-inch full LCD instrument screen, which enhances the functionality a lot. Apple CarPlay and Huawei HiCar are also connected. Driver assistance and active safety functions have also been upgraded to the latest T-PILOT system. The overall strength has been greatly improved. At present, the new Lei Ling has been officially listed, and the price of the whole department is 113,800-148,800 yuan, which can be said to be quite attractive. (Photo/Text/Photo: Pacific Auto Chen Wei)

Comparison of vehicle parameter configuration

● Standard ○ Optional-No model picture:
Vehicle information:Ralink
Section 2023
Intelligent electric hybrid twin-engine 1.8H sports edition
Official price: 148,800 purchase tax: 13,200 final landing price (including insurance money): 169,400 energy consumption expense (20,000 km/year):-Official offer: 148,800 local lowest offer:-Purchase tax: 132,000 landing price estimate: 169,400 manufacturer: GAC Toyota level: compact car energy type: non-plug-in hybrid vehicle time to market: 98-horsepower motor: non-plug-in hybrid /95-horsepower gearbox: E-CVT continuously variable engine maximum power (kW): 72 engine maximum torque (N m): 142 maximum horsepower (PS): 98 maximum torque (N m): 142 motor maximum horsepower (PS): 95 total motor power (kW):. -WLTC pure electric cruising range (km):-CLTC pure electric cruising range (km):-EPA pure electric cruising range (km):-Battery charging time:-Fast charging capacity (%):-Power consumption per 100 kilometers (KWH/100 km):-Body type: 4-door 5-seat sedan length × width× height (mm) : 160 Official 0-100km/h acceleration (S):-Official 0-50km acceleration (S):-Measured 0-100km/h acceleration (S):-Measured 100-0km/h braking.(m):-Measured pure electric cruising range (km):-Measured fast charging time (hours):-Measured slow charging time (hours):-Measured power consumption per 100 kilometers (kWh/100 km):-Measured vehicle speed of 0km/h (idle speed) Environmental noise (dB):-Measured vehicle speed of 60km/h Environmental noise (DB): -measured fuel consumption (L/100km):-comprehensive fuel consumption of the Ministry of Industry and Information Technology (l/100km):-comprehensive fuel consumption of NEDC (l/100km):-comprehensive fuel consumption of WLTC (l/100km): comprehensive fuel consumption of 4.32cltc (l/100km):-energy equivalent fuel consumption (l/100km) -Vehicle warranty: three years or 100,000 kilometers. First owner warranty policy:-Battery warranty time: eight years or 200,000 kilometers. Body type: sedan length (mm): 4640 width (mm): 1780 height (mm): 1435 wheelbase (mm): 2700 front track (mm): 1531 rear track (mm) : 1430 Door opening mode: number of doors with side doors (units): number of seats (units): 5 Gas tank volume (L):-Hydrogen loading capacity (kg):-Oil tank volume (L): 43 Front spare compartment volume (L):-trunk volume (L):-Maximum trunk volume (L)-Interior dimension of trunk (mm):-Wind drag coefficient (CD):-Container dimension (mm):-Maximum loaded mass (kg): 1845 Maximum loaded mass (kg):-Total mass of quasi-trailer (kg):-Engine model: 8ZR displacement (ml): 1798 displacement abbreviation (L):. : 72 Maximum power speed (rpm): 5200 Maximum torque (n m): 142 Maximum torque speed (rpm): 3600 Cylinder arrangement: Number of in-line cylinders (units): 4 Number of valves per cylinder (units): 4 Compression ratio: 13 Valve train: DOHC cylinder diameter (mm): 80.5 stroke (mm Fuel supply mode: multipoint injection cylinder head material: aluminum alloy cylinder material: aluminum alloy emission standard: national VI motor model:-motor type: maximum horsepower of permanent magnet synchronous motor (PS): 95 total motor power (kW): 70 total motor torque (N m): 185 maximum motor power (kW): 70 maximum motor torque (N m): 185 rear motor. -drive mode: number of non-plug hybrid drive motors: single motor motor layout: comprehensive power of front system (PS): 137 comprehensive power of system (kW): 101 system comprehensive torque (n m): -NEDC battery life (km):-WLTC battery life (km):-CLTC battery life (km):-EPA battery life (km):-NEDC battery life (km):-CLTC battery life (km) -Comprehensive cruising range of -EPA (km):-Comprehensive cruising range of Ministry of Industry and Information Technology:-Battery type: ternary lithium battery cell brand: BYD battery cooling mode:-Power exchange:-Battery capacity (kWh):-Battery energy density (Wh/kg):-Official power consumption per 100 kilometers (kWh/100 km):-Battery warranty time: eight years or 200,000 km battery charging. :-battery preheating:-external discharge:-household charging pile:-abbreviation: E-CVT continuously variable gear number:-gearbox type: electronic continuously variable gearbox (E-CVT) Driving mode: four-wheel drive with front drive:-Central differential structure:-Front suspension type: McPherson independent suspension and rear suspension type: E-shaped multi-link independent suspension and steering assistance type: electric moped body structure: loaded front brake type: ventilated disc rear brake type: disc parking brake type: electronic parking front tyre size: 225/45 R17 rear tyre size: 225/45 R17 spare tire specification: not full size.: 12 Departure angle (): 16 Longitudinal passing angle ():-Maximum climbing degree (%)/climbing angle ():-Maximum wading depth (mm):-ABS anti-lock braking: ● Brake force distribution (EBD/CBC, etc.): ● Brake assist (EBA/BAS/BA, etc.): ● ● Tire pressure monitoring device: tire pressure display explosion-proof tire:-Safety belt is not fastened: full vehicle parallel assistance:-Lane departure warning system: ● Lane keeping assistance system: ● Lane centering maintenance: ● Active braking/active safety system: ● Road traffic sign recognition: ● Fatigue driving warning: ● Night vision system: -DOW door opening warning:-Front collision warning: ● Rear collision warning:-Moving objects. Auxiliary ● Front/rear side airbag: front ●/rear-front/rear head airbag (air curtain): front ●/rear ● Front knee airbag: main-/auxiliary-passenger seat cushion airbag:-front center airbag:-rear forward airbag:-rear seat anti-sliding airbag:-pedestrian collision protection system: -ISO FIX child seat interface: ● auxiliary.
sports
Pure electricity
Hybrid automatic parking in place:-Remote parking/driving out:-Automatic lane change assistance:-Off-hand detection of steering wheel:-Tracking reversing:-Engine start-stop technology:-Energy recovery system: ● Simulated sound wave:-Uphill assistance: ● Automatic parking: ● Steep descent:-Variable suspension adjustment:-Electromagnetic induction suspension:-Air suspension: Variable steering ratio:-Overall initiative. Differential lock:-Locking function of central differential:-Rear axle limited slip differential/differential lock:-Creeping mode:-Navigation assisted driving:-Built-in high-precision map:-Signal light recognition:-Memory parking:-Remote calling:-Autopilot chip:-Chip computing power:-Number of cameras: 2 millimeter wave radar: 1 ultrasonic radar:-Lidar:-Lidar layout:. :-Sports appearance kit: ● Aluminum alloy wheel hub: ● Electric spoiler:-Electric suction door:-Automatic door opening and closing:-Frameless design door:-Electric trunk:-Induction opening of trunk:-Electric trunk position memory:-Roof rack:-Electric telescopic trailer hook:-Hidden electric door handle:-Active air intake grille:-External discharge:-Warning of low-speed driving: ● Steering wheel electric adjustment:-Shift mode: mechanical gear shift multi-function steering wheel: ● Steering wheel paddle:-Steering wheel heating:-Steering wheel memory:-Driving computer display function: Driving information.
Multimedia information full LCD instrument panel: ● LCD instrument panel size: 12.3 inches HUD head-up digital display: -AR-HUD augmented reality head-up display:-Vehicle driving recorder:-Wireless charging of mobile phone: -ETC device: ○ In-vehicle biological monitoring system:-Engine electronic anti-theft: ● In-vehicle central locking: ● Key type: remote control key.
Bluetooth key automatic locking: ● Remote start:-Keyless start system: ● Keyless entry system: front sentry mode/clairvoyance:-Seat material: leather sports style seat: ● Front seat height adjustment: front seat cushion inclination adjustment:-Front waist support adjustment:-Front shoulder support adjustment:-Main/co-driver seat electric adjustment: main ●/ Electric adjustment of the rear seat of the co-pilot seat:-Second row seat adjustment:-Second row seat adjustment:-Third row seat adjustment:-Electric seat memory:-Steering wheel/seat comfortable access:-Front/rear seat heating: front ●/rear-third row seat heating:-Front/rear seat ventilation: front ●/rear-rear. Rear-third row seat massage:-rear seat reclining form: proportional reclining second row independent seat:-front/rear seat center armrest: front ●/rear-rear cup holder:-heating/cooling cup holder:-air conditioning adjustment mode: automatic heat pump air conditioner:-temperature zone control:-rear independent air conditioner:-rear seat air outlet :● PM2.5 filter in the car: ● car air purifier:.:-Front fog lamp:-Headlight rain and fog mode:-Headlight height adjustable: ● Headlight cleaning device:-Headlight delayed turn-off:-Touch reading lamp:-Interior ambient light:-Lamp language function:-Electric window: One-button lifting/lowering of the whole window: Hand-pinch prevention function of the whole window: UV protection of the whole car/ Heat insulating glass:-Electronic exterior mirror function:-Electronic exterior mirror display screen:-Electric adjustment of the rearview mirror: ● Heating of the exterior mirror:-Electric folding of the rearview mirror:-Automatic folding of the rearview mirror after locking the car:-Automatic turning down of the rearview mirror when reversing:-Memory of the rearview mirror:-Automatic anti-glare of the interior/exterior rearview mirror: Multimedia function of the interior/exterior rearview mirror:-Rear windshield sunshade:-Rear side sunshade:-
Rear wiper of co-pilot:-Induction wiper:-Car system name:-Car chip:-Central control color screen: ● Screen operation mode: Touch-controlled central control screen size: 10.25-inch entertainment screen of co-pilot:-Screen resolution:-Screen rotation:-Satellite navigation system: ● Real-time traffic information CarPlay: ● Navigation map brand:.
CarLife
HiCar networking: ●4G/5G network: 4GV2X communication: -OTA remote online upgrade: Wi-Fi hotspot:-Road rescue call: ● Voice recognition control system: multimedia system.
navigate
telephone
skylight
Window voice wake-up words:-Gesture control:-Face recognition:-Fingerprint recognition:-Multi-screen interaction:-Bluetooth/car phone: ● Car TV:-Rear LCD:-Rear LCD screen size:-Rear central control system:-Interface type: USB
12V
Number of Type-CUSB/Type-C connectors: standard: 1, optional: 1220V/230V power supply:-12V power supply interface of trunk:-CD/DVD:-Speaker brand:-Number of speakers: standard: 4 audio power:-Dolby Atmos:-Active noise reduction system:-Remote control of mobile phone APP:.
Lamp control
Air conditioning control
Vehicle condition inquiry/diagnosis
Vehicle location/vehicle search
Remarks on owner’s service:-fast track: understanding dealer’s quotation > >
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Getting through the "Last Mile" of Meteorological Early Warning —— Summary of the Pilot Project of Targeted Release of Early Warning Information

At the end of 2020, the China Meteorological Bureau and the State Administration of Radio and Television jointly issued a pilot work plan, and selected four provinces (autonomous regions) of Inner Mongolia, Anhui, Sichuan and Guizhou to carry out pilot projects to jointly promote the application of meteorological early warning information in the emergency broadcasting system. At the beginning of 2021, the China Meteorological Bureau and the Ministry of Industry and Information Technology jointly issued the "Pilot Work Plan for Accurate Targeted Release of Meteorological Disaster Early Warning SMS", which clearly carried out pilot projects for accurate targeting of meteorological disaster early warning SMS in Fujian, Guizhou and Wenchuan County, Sichuan Province.

In the past two years, various localities have continuously deepened the exploration of targeted release mechanisms and innovative technologies for emergency broadcast of meteorological early warning and meteorological disaster early warning short messages, and targeted release of meteorological early warning information has achieved phased results.

Look at the pilot project of meteorological early warning broadcast by emergency broadcast-

Gradually become a "sound" force for disaster prevention.

In Basha Village, Bingmei Town, congjiang county City, Guizhou Province, the house is built on the mountain. When encountering heavy rainfall, villagers are always in danger of landslides and landslides.

On June 29, 2022, when the rainstorm hit, it was the loudspeaker at the entrance of the village that played the disaster avoidance warning over and over again, thus avoiding a disaster.

"Fortunately, there is a big horn to wake up and evacuate to a safe place, otherwise the consequences will be unimaginable!" Villager Wang Shuisheng said.

Just one hour after the evacuation, landslides and landslides occurred in Wangjiazhai and Xinzhai of Basha Village. Thirty minutes ago, 1,196 people from 265 households were successfully transferred, achieving "zero" casualties.

The "big horn" in the mouth of the villagers is the emergency broadcast. In Guizhou, emergency broadcasting is widely distributed. By the end of 2022, there were 290,000 emergency broadcasts in Guizhou province, covering 14,000 administrative villages.

"In the past, it was time-consuming and laborious to notify things in the village by going door-to-door or making phone calls one by one, especially when receiving emergency weather warning information, which was costly in time." Sinan County, Guizhou ProvincecloseDashi, Yuexi TowncellarXu Xuekun, director of the village Committee, said, "Although the emergency broadcasting method is’ earth’, the effect is very good."

By mid-December, 2022, Guizhou Province had carried out 6,566 emergency broadcasts, covering more than 24.52 million person-times, an increase of nearly 4 million person-times compared with 2021. In some ethnic minority villages, emergency broadcasts are also broadcast in the form of "Putonghua+minority languages or dialects", which has solved the problems of illiteracy and incomprehension of some rural elderly people.

On May 22, 2022, the meteorological information officer of Dahuashui Village, Xianqiao Township, Fuquan City, Guizhou Province broadcast meteorological information in Miao language. Yangqiu photography

Scenes like this are being rolled out all over the country with the promotion of the construction of the "village-to-village sound" emergency broadcasting project.

On July 23, 2022, in Horqin Right Wing Zhongqi, one of the first pilot counties in Inner Mongolia Autonomous Region, Li Auntie who went out quickly called her wife after seeing the red rainstorm warning on her mobile phone. But at this time, my wife’s phone can’t get through. "I’m anxious! Seeing that it is going to rain heavily, my wife is still alone in the field, and more than 80 chickens raised at home have to rush to the high-lying shelter in the yard. "

Aunt Li, who was anxious for a long time, finally waited until her wife came back. It turned out that he forgot to bring his mobile phone. When he was working in the field, he heard the weather warning from the "village ringing" and rushed home at once. On the same day, there was a heavy rainstorm in Horqin Right Wing Zhongqi, but due to the timely warning, all departments responded effectively, causing no casualties.

In 2022, the meteorological department of Inner Mongolia strengthened the construction of early warning release capacity and expanded the pilot areas from 12 to 50. Inner Mongolia Meteorological Early Warning Information Publishing Center added 4,886 people in charge of the actual terminals of loudspeakers in villages to the WeChat enterprise number of meteorological early warning, and opened the automatic receiving function to further facilitate the broadcast of meteorological early warning.

Inner Mongolia Hinggan League Keyou Zhongqi Early Warning Emergency Broadcast Loudspeaker Li Zhonghui Photography

In Anhui, at present, 16 municipal emergency broadcasting platforms have been connected, covering 1345 townships (communities), with a total of 164,800 emergency broadcasting terminals, covering 60 million people. At the same time, Anhui Meteorological Bureau has built a new mode of ordering township early warning release in the whole province-all localities can formulate localized early warning release strategies according to the characteristics of local disastrous weather, freely allocate broadcast time periods, and realize accurate broadcast of early warning information in administrative villages according to the influence range of early warning signals. In addition, on the basis of early warning signals extended to towns and communities, emergency broadcasting construction is matched to towns and communities simultaneously.

In Sichuan, the broadcasting rules of emergency broadcasting system after receiving meteorological early warning information were established, and the targeted publishing strategy and service target group were established to realize "precise circle" publishing. At the same time, based on the grass-roots meteorological disaster early warning service platform in Sichuan Province, an emergency broadcast early warning information docking and adaptation module is developed, so that the meteorological early warning information produced and released by meteorological departments at all levels in Sichuan Province can be automatically pushed to the emergency broadcast system in Sichuan Province, and at the same time, the feedback of early warning reception status and broadcast status can be obtained.

Exploring the pilot project of accurate targeted release of meteorological disaster early warning SMS-

An increasingly established "outpost" for disaster prevention and mitigation

SMS has always been one of the mainstream communication channels of meteorological early warning. With the emergence of new forms and technologies of information dissemination, people put forward new requirements for the dissemination of meteorological short messages-accuracy and intelligence.

Fujian Meteorological Bureau has established a digital demonstration system for early warning targeted release application, and independently developed and built a multi-disaster full-chain accurate targeted information release application, down to the township (street) level. In addition, based on a number of localized early warning models in which the meteorological risk early warning threshold of geological disasters in the province is automatically split, the Provincial Meteorological Bureau also automatically connected the "meteorological risk early warning+monitoring and early warning" to the hidden danger points of geological disasters in the province, and quickly provided grid-based accurate early warning short messages for 146,000 geological disaster prevention and monitoring personnel.

This practical achievement was applied and tested in the process of persistent heavy precipitation which is rare in history from May 24th to June 21st, 2022. The natural resources department of Fujian Province issued 1,523 meteorological risks and monitoring and early warning of geological disasters using the provincial early warning information release system, and the monitoring and early warning information of geological disasters was accurately delivered to the group monitoring and prevention personnel point to point, benefiting more than 55,000 people, successfully warning 53 places and avoiding 604 casualties in 135 households.

     Accurate targeted publishing platform: realize the release of meteorological disaster early warning information to designated areas.

The Outline of Meteorological High-quality Development (2022-2035) proposes to promote the application of technologies such as the fifth generation mobile communication (5G) in the release of early warning information. Since then, the exploration has been deepened in many places, and the results have been equally remarkable-

Hubei Mobile, together with the Provincial Meteorological Bureau, pushed the cold wave warning 5G message to users before the arrival of the cold wave, and pushed the location and estimated time of the cold wave to the mobile phone terminal in the form of video, graphic and so on, successfully reaching 1.03 million users. Users can quickly understand the message content by simply opening the SMS. In addition, the sender can also judge the reading state of the audience according to the background data and take more accurate measures.

The meteorological department of Zhejiang Province has carried out 5G weather message service in all cities (counties) in the province, that is, on the basis of retaining the original short message products, around the two main lines of customized information push and intelligent human-computer interaction, to create a new user-centered weather message dissemination ecology, and the whole network can be pushed without the help of WeChat, Weibo and other carriers.

Chongqing has set up an exclusive local weather query application platform-"Chongqing Weather" chat robot. Based on the original ecological short message window of 5G message terminal, the presentation of weather short messages is more media-oriented, and users can be reached actively.

Jiangxi Meteorological Service Center and the mobile company upgraded the traditional short message service of weather forecast in an all-round way, set up a 5G mobile information publishing system for weather forecast, and realized on-demand push service according to different user needs, weather conditions, geographical location of users, early warning signals, etc. (Yang Chunzhu, Su Jingwen, Gao Fei, Sui Jianli, Wang Zhenhan, Wang Bing, Li Jiao, Wang Yue, Zheng Hao, Yang Long, Xie Jian and Edward Zhang contributed to this paper).

(Author: Wu Hui Editor: Xu Nenyu)

Corolla Double Engine Demonstration/FAW Toyota and Keliyuan Expand Mixed Market

Phoenix Auto News "will provide Keliyuan with a total of 3,000 twin engines for Keliyuan hybrid vehicle demonstration and promotion plan." Ping Ye Ya, executive deputy general manager of Automobile Co., Ltd. announced. This means that FAW Toyota and Keliyuan will devote themselves to expanding the hybrid market.

On October 19th, FAW Toyota and Keliyuan signed a green strategic cooperation agreement, aiming at further in-depth cooperation in the operation and promotion of terminal products. It is reported that before this, Keliyuan and FAW Toyota have established a long-term partnership in hybrid product technology, key parts supply and market expansion.

3,000 vehicles will be delivered before June 2017. Based on the obvious fuel saving and emission reduction effect of Corolla dual engine, the demonstration operation of hybrid vehicles in the field of public travel will be more helpful to improve the awareness of hybrid products. At the same time, through complementary resources, we will increase the spread of hybrid technology in China, let more consumers know and understand hybrid products, and let really good products be accepted by the market, thus setting a new example of automobile energy conservation and environmental protection.

Establish a green travel sharing platform

How to realize the sustainable and rapid development of the automobile industry while minimizing environmental damage is a priority issue for every responsible automobile enterprise.

Zhong Faping, chairman of Hunan Keliyuan New Energy Co., Ltd. said: "Keliyuan is not an automobile factory, but it is a leading enterprise in China’s hybrid power industry, and FAW Toyota enjoys Toyota’s world-renowned hybrid power technology products. The cooperation between them can be described as strong cooperation, and the two sides work together to change the current situation of hybrid power technology products in China market, and ultimately promote energy conservation and emission reduction and the improvement of environmental protection, benefiting the world."

The strategic cooperation between the two companies is to solve the "ultimate" problem that puzzles the development of China automobile industry from the most fundamental aspect of car use. Through real customers, we can accumulate a lot of operational data, and then show the advantages of hybrid technology to more consumers, and finally create a relaxed market environment for the hybrid product market that is most suitable for the current situation in China.

Hybrid power has become the main force of energy saving and emission reduction.

As a leader in the global automobile industry, Toyota has always been committed to protecting the environment and solving the problem of energy shortage, and has been deeply involved in the global market of new energy vehicles for a long time. As early as 1992, Toyota issued the Toyota Earth Environment Charter. In 2016, the sales of 9 million hybrid vehicles in the world were achieved, and the emission of carbon dioxide was reduced by 67 million tons to protect the environment.

In China, FAW-Toyota has also been adhering to this environmental protection, and has been committed to the research and exploration of new energy, environmental protection and energy-saving vehicles. From the first introduction to China in 2006 to the Corolla Twin Engine listed in 2015, FAW Toyota has made due contributions as a pioneer. As the most feasible environmental protection solution at this stage, the Corolla Double Engine has been widely welcomed as soon as it was listed, and the "national mixed era" initiated by the Corolla Double Engine has brought real benefits to environmental improvement.

In the future, FAW Toyota will continue to launch energy-saving vehicles equipped with hybrid systems. In addition to the introduction of TNGA platform, from 2018, FAW Toyota will also introduce vehicles with energy saving, high combustion efficiency, low fuel consumption and low cost. By 2020, TNGA platform will launch more than 15 models, of which a considerable proportion are hybrid models.

Green car products should be put to good use.

Through the strategic cooperation of green travel, FAW Toyota will help Keli to penetrate the layout of the all-hybrid industrial chain, build a platform for the promotion and operation of hybrid vehicles, and let more consumers participate in green traffic travel. Choosing Corolla Double Engine means that you will participate in traffic travel as a "green traveler". As a green, energy-saving and environment-friendly vehicle, Corolla Shuangqing paid attention to the protection of the ecological environment from the initial stage of design and production, and it won the White Gold Award for Ecological Design in China in 2016. Corolla twin engines have lower fuel consumption and cleaner emissions, which reduces the environmental damage caused by driving. It does not need to be plugged in, but converts harmful energy into "positive energy" through its own energy conversion, thus making travel cleaner. At the same time, because it does not need to replace the battery for life, there is no secondary environmental damage like pure electric vehicles.

By building a wider shared green travel platform, more people will pay attention to, understand and choose hybrid vehicles, so as to achieve the active participation of the whole social class and fundamentally alleviate the environmental pressure brought by traffic travel, which is the ultimate goal of signing the green strategic cooperation agreement between FAW Toyota and Keliyuan.